EXHIBIT 10.4
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This Agreement, made and dated as of September 18, 2007, is by and
between MFB Financial (formerly Mishawaka Federal Savings), a federal savings
association ("Employer"), and Donald R. Kyle, a resident of Cass County,
Michigan ("Employee"), but effective as of January 1, 2005.

         This Agreement amends and restates the prior Employment Agreement
between Employer and the Employee dated July 1, 1999 (the "Prior Agreement"). It
has been amended and restated for compliance with the final regulations under
Section 409A of the Internal Revenue Code of 1986, as amended, effective as of
January 1, 2005.

                                   WITNESSETH

         WHEREAS, Employee is hereby employed by Employer as its Executive Vice
President and Chief Operating Officer, and. is expected to make valuable
contributions to the profitability and financial strength of Employer;

         WHEREAS, Employer desires to encourage Employee to make valuable
contributions to Employer's business operations and not to seek or accept
employment elsewhere;

         WHEREAS, Employee desires to be assured of a secure minimum
compensation from Employer for his services over a defined term;

         WHEREAS, Employer desires to assure the continued services of Employee
on behalf of Employer on an objective and impartial basis and without
distraction or conflict of interest in the event of an attempt by any person to
obtain control of Employer or of MFB Corp., the Indiana corporation which owns
all of the issued and outstanding capital stock of Employer (the "Holding
Company");

         WHEREAS, Employer recognizes that when faced with a proposal for a
change of control of Employer or the Holding Company, Employee will have a
significant role in helping the Boards of Directors assess the options and
advising the Boards of Directors on what is in the best interests of Employer,
the Holding Company, and its shareholders, and it is necessary for Employee to
be able to provide this advice and counsel without being influenced by the
uncertainties of his own situation;

         WHEREAS, Employer desires to provide fair and reasonable benefits to
Employee on the terms and subject to the conditions set forth in this Agreement;

         WHEREAS, Employer desires reasonable protection of its confidential
business and customer information which it has developed over the years at
substantial expense and assurance that Employee will not compete with Employer
for a reasonable period of time after termination of his employment with
Employer, except as otherwise provided herein.

         NOW, THEREFORE, in consideration of these premises, the mutual
covenants and undertakings herein contained and the continued employment of
Employee by Employer as its Executive Vice President and Chief Operating
Officer, Employer and Employee, each intending to be legally bound, covenant and
agree as follows:

1. Upon the terms and subject to the conditions set forth in this Agreement,
Employer employs Employee as Employer's Executive Vice President and Chief
Operating Officer, and Employee accepts such employment.


2. Employee agrees to serve as Employer's Executive Vice President and Chief
Operating Officer and to perform such duties in that office as may reasonably be
assigned to him by Employer's Board of Directors; provided, however that such
duties shall be performed in or from the offices of Employer currently located
at Mishawaka, Indiana, and shall be of the same character as those previously
performed by Employee's predecessor and generally associated with the office
held by Employee. Employee shall not be required to be absent from the location
of the principal executive offices of Employer on travel status or otherwise
more than 45 days in any calendar year. Employer shall not, without the written
consent of Employee, relocate or transfer Employee to a location more than 30
miles from his principal residence. Although while employed by Employer,
Employee shall devote substantially all his business time and efforts to
Employer's business and shall not engage in any other related business, Employee
may use his discretion in fixing his hours and. schedule of work consistent with
the proper discharge of his duties.

3. The term of this Agreement shall begin on January 1, 2005 (the "Effective
Date"), and shall end on July 1, 2010; provided, however, that such term shall
be extended for an additional month on the first day of each month succeeding
July 1, 2007, so as to continue to maintain a three-year term and shall continue
to be so extended if Employer's Board of Directors determines by resolution to
extend this Agreement prior to each anniversary of July 1, 2007. If either party
hereto gives written notice to the other party not to extend this Agreement in
any given month or if the Board does not determine to extend the Agreement prior
to each anniversary of July 1, 2007, no further extension shall occur and the
term of this Agreement shall end three years subsequent to the first day of the
month in which such notice not to extend is given or three years subsequent to
the anniversary as of which the Board does not elect to continue extending this
Agreement (such term, including any extension thereof shall herein be referred
to as the "Term"). Notwithstanding the foregoing, this Agreement shall
automatically terminate (and the Term of this Agreement shall thereupon end)
without notice when Employee attains 65 years of age.

4. From and after the date hereof, Employee shall receive an annual salary of
$156,000 ("Base Compensation") payable at regular intervals in accordance
with Employer's normal payroll practices now or hereafter in effect. Employer
may consider and declare from time to time increases in the salary it pays
Employee and thereby increases in his Base Compensation. Employer may also
declare incentive bonuses from time to time to be paid to Employee in addition
to his annual salary. During the Term of this Agreement, but only until such
time as a Change in Control occurs, Employer may also declare decreases in the
salary it pays Employee if the operating results of Employer are significantly
less favorable than those for the fiscal year ending September 30, 1995, and
Employer makes similar decreases in the salary it pays to other executive
officers of Employer. In addition, immediately following the first twelve months
of the term of this Agreement, Employer may make a one-time reduction in
Employee's Base Compensation if Employer chooses to substitute incentive
compensation for a portion of the Employee's previously established Base
Compensation. After a Change in Control, no such decreases in Base Compensation
may be made, and Employer shall consider and declare salary increases based upon
the following standards:

         Inflation;

         Adjustments to the salaries of other senior management personnel; and

         Past performance of Employee and the contribution which Employee makes
         to the business and profits of Employer during the Term.

Any and all increases or decreases in Employee's salary pursuant to this section
shall cause the level of Base Compensation to be increased or decreased by the
amount of each such increase or decrease for purposes of this Agreement. The
increased or decreased level of Base Compensation as provided in this section
shall become the level of Base Compensation for the remainder of the Term of
this Agreement until there is a further increase or decrease in Base
Compensation as provided herein.

5.                                  So long as Employee is employed by Employer
                                    pursuant to this Agreement and subject to
                                    any waiting period requirements in such
                                    plans, he shall be included as a participant
                                    in all present and future employee benefit,
                                    retirement, and compensation plans generally
                                    available to employees of Employer (other
                                    than Employee's recognition and retention
                                    plan and trust), consistent with his Base
                                    Compensation and his position as Executive
                                    Vice President and Chief Operating Officer
                                    of Employer, including, without limitation,
                                    Employer's or the Holding Company's
                                    retirement plan, stock option plan, employee
                                    stock ownership plan, and hospitalization,
                                    major medical, disability, dental and group
                                    life insurance plans, each of which Employer
                                    agrees to continue in effect on terms no
                                    less favorable than those currently in
                                    effect as of the date hereof (as permitted
                                    by law) during the Term of this Agreement
                                    unless prior to a Change in Control the
                                    operating results of Employer are
                                    significantly less favorable than those for
                                    the fiscal year ending September 30, 1998,
                                    and unless (either before or after a Change
                                    in Control) changes in the accounting or tax
                                    treatment of such plans would adversely
                                    affect Employer's operating results or
                                    financial condition in a material way, and
                                    the Board of Directors of Employer or the
                                    Holding Company concludes that modifications
                                    to such plans need to be made to avoid such
                                    adverse effects.

6.                                  So long as Employee is employed by Employer
                                    pursuant to this Agreement, Employee shall
                                    receive reimbursement from Employer for all
                                    reasonable business expenses incurred in the
                                    course of his employment by Employer, upon
                                    submission to Employer of written vouchers
                                    and statements for reimbursement. Employee
                                    shall attend, at his discretion, those
                                    professional meetings, conventions, and/or
                                    similar functions that he deems appropriate
                                    and useful for purposes of keeping abreast
                                    of current developments in the industry
                                    and/or promoting the interests of Employer.
                                    So long as Employee is employed by Employer
                                    pursuant to the terms of this Agreement,
                                    Employer shall continue in effect vacation
                                    policies applicable to Employee no less
                                    favorable from his point of view than those
                                    written vacation policies in effect on the
                                    date hereof. So long as Employee is employed
                                    by Employer pursuant to this Agreement,
                                    Employee shall be entitled to office space
                                    and working conditions no less favorable
                                    from his point of view than were in effect
                                    for his predecessor immediately prior to the
                                    date hereof. So long as Employee is employed
                                    by Employer pursuant to this Agreement,
                                    Employee shall be entitled to an auto
                                    allowance of $1,367 per month to be
                                    applied towards the use or lease of an
                                    automobile used in part for Employer
                                    business.

7.                                  Subject to the respective continuing
                                    obligations of the parties, including but
                                    not limited to those set forth in
                                    subsections 9(A), 9(B), 9(C) and 9(D)
                                    hereof, Employee's employment by Employer
                                    may be terminated prior to the expiration of
                                    the Term of this Agreement as follows:

(A)                                 Employer, by action of its Board of
                                    Directors and upon written notice to
                                    Employee, may terminate Employee's
                                    employment with Employer immediately for
                                    cause. For purposes of this subsection 7(A),
                                    "cause" shall be defined as (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.

(B)                                 Employer, by action of its Board of
                                    Directors, may terminate Employee's
                                    employment with Employer without cause at
                                    any time; provided, however, that the "date
                                    of termination" for purposes of determining
                                    benefits payable to Employee under
                                    subsection 8(B) hereof shall be the date
                                    which is 60 days after Employee receives
                                    written notice of such termination.

(C)      Employee,  by written notice to Employer,  may terminate his employment
                  with Employer  immediately for cause.  For purposes of this
                  subsection  7(C),  "cause"  shall be defined as (i) any
action
                  by  Employer's  Board of Directors to remove the Employee as
                  Executive Vice President and Chief Operating  Officer of
                  Employer,  except where the Employer's  Board of Directors
                  properly acts to remove Employee from such office for "cause"
                  as defined in subsection  7(A) hereof,  (ii) any action by
                  Employer's Board of Directors which Employee  reasonably
                  believes  materially  limits,  increases,  or modifies
                  Employee's  duties and/or  authority as Executive  Vice
                  President and Chief  Operating  Officer of Employer(including
                  his authority,  subject to corporate controls no more
                  restrictive than those in effect on the date hereof, to hire
                  and discharge employees who are not bona fide officers of
                  Employer),  (iii) any failure of Employer to obtain the
                  assumption of the obligation to perform this Agreement by any
                  successor or the  reaffirmation  of such obligation by
                  Employer,  as contemplated in section 20 hereof;  or (iv) any
                  material breach by Employer of a term,  condition or covenant
                  of this Agreement.

(D)      Employee, upon sixty (60) days written notice to Employer, may
                  terminate his employment with Employer without cause.

(E)                                 Employee's employment with Employer shall
                                    terminate in the event of Employee's death
                                    or disability. For purposes hereof,
                                    "disability" shall be defined as Employee's
                                    inability by reason of illness or other
                                    physical or mental incapacity to perform the
                                    duties required by his employment for any
                                    consecutive One Hundred Eighty (180) day
                                    period, provided that notice of any
                                    termination by Employer because of
                                    Employee's "disability" shall have been
                                    given to Employee prior to the full
                                    resumption by him of the performance of such
                                    duties.

8.                                  In the event of termination of Employee's
                                    employment with Employer pursuant to section
                                    7 hereof, compensation shall continue to be
                                    paid by Employer to Employee as follows:

(A)      In the  event  of  termination  pursuant  to  subsection  7(A) or 7(D),
                  compensation  provided  for  herein  (including  Base
                  Compensation)  shall  continue to be paid,  and Employee
                  shall  continue to  participate  in the  employee  benefit,
                  incentive bonus,  retirement,  and compensation  plans and
                  other  perquisites as provided in sections 5 and 6 hereof,
                  through the date of  termination  specified in the notice of
                  termination.  Any  benefits  payable  under  insurance,
                  health,  retirement and bonus plans as a result of Employee's
                  participation in such plans through such date shall be paid
                  when due under  those  plans.  The date of  termination
                  specified  in any  notice of  termination  pursuant  to
                  Subsection  7(A)  shall be no later  than the last  business
                  day of the month in which such  notice is  provided  to
                  Employee.

(B)      In the  event  of  termination  pursuant  to  subsection  7(B) or 7(C),
                  compensation  provided  for  herein  (including  Base
                  Compensation)  shall  continue to be paid,  and Employee
                  shall  continue to  participate  in the  employee  benefit,
                  incentive bonus,  retirement,  and compensation  plans and
                  other  perquisites as provided in sections 5 and 6 hereof,
                  through the date of  termination  specified in the notice of
                  termination.  Any  benefits  payable  under  insurance,
                  health, retirement and bonus plans as a result of Employee's
                  participation in such plans through such date shall be
                  paid when due under those plans.  In addition,  Employee
                  shall be entitled to continue to receive from  Employer his
                  Base Compensation at the rate in effect at the time of
                  termination,  plus the incentive bonus he received for the tax
                  year preceding the date of termination for the remaining
                  Term of the Agreement if the  termination  does not follow a
                  Change in  Control.  In  addition,  during  such  period,
                  Employer  will  maintain  in full force and effect for the
                  continued  benefit of Employee each employee  welfare  benefit
                  plan and each employee  pension  benefit plan (as such
                  terms are defined in the Employee  Retirement Income Security
                  Act of 1974, as amended) in which Employee was entitled
                  to  participate  immediately  prior to the date of his
                  termination,  unless an  essentially  equivalent  and no less
                  favorable  benefit is provided by a subsequent  employer of
                  Employee.  If the terms of any employee  welfare  benefit
                  plan or employee  pension  benefit  plan of Employer or
                  applicable  laws do not permit  continued  participation  by
                  Employee,  Employer  will arrange to provide to Employee a
                  benefit  substantially  similar to, and no less  favorable
                  than, the benefit he was entitled to receive under such plan
                  at the end of the period of coverage.

(C)                                 In the event of termination pursuant to
                                    subsection 7(E), compensation provided for
                                    herein (including Base Compensation) shall
                                    continue to be paid, and Employee shall
                                    continue to participate in the employee
                                    benefit, incentive bonus, retirement, and
                                    compensation plans and other perquisites as
                                    provided in sections 5 and 6 hereof, (i) in
                                    the event of Employee's death, through the
                                    date of death, or (ii) in the event of
                                    Employee's disability, through the date of
                                    proper notice of disability as required by
                                    subsection 7(D). Any benefits payable under
                                    insurance, health, retirement and bonus
                                    plans as a result of Employer's
                                    participation in such plans through such
                                    date shall be paid when due under those
                                    plans.

(D)      Employer  will  permit  Employee  or his  personal  representative(s)
                  or  heirs,  during a period of three  months  following
                  Employee's  termination  of  employment  by Employer for the
                  reasons set forth in  subsections  7(B) or 7(C), if such
                  termination  follows a Change in Control,  to require
                  Employer,  upon written  request,  to purchase all outstanding
                  stock options  previously  granted to Employee under any
                  Holding  Company stock option plan then in effect whether or
                  not such options are then  exercisable  or have  terminated at
                  a cash purchase price equal to the amount by which the
                  aggregate  "fair market  value" of the shares  subject to such
                  options  exceeds the  aggregate  option price for such
                  shares.  For purposes of this  Agreement,  the term "fair
                  market  value" shall mean the higher of (1) the average of
                  the highest asked prices for Holding Company shares in the
                  over-the-counter  market as reported on the NASDAQ system
                  if the shares are traded on such system for the 30 business
                  days preceding such  termination,  or (2) the average per
                  share price  actually paid for the most highly priced 1% of
                  the Holding  Company shares  acquired in connection  with
                  the Change in Control of the Holding Company by any person or
                  group acquiring such control.

(E)                                 For purposes of this Agreement, a "Change in
                                    Control" shall mean any of the following:

(i)      a change in the ownership of the Employer or the Holding Company,
                           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 Employer or the Holding
                           Companny 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  Employer
                           or the  Holding  Company.  Such acquisition  may
                           occur as a result of a merger of the Holding  Company
                           or the Bank into another entity which pays
                           consideration for the shares of capital stock of the
                           merging Holding Company 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 Employer or the Holding
                           Company,the  acquisition  of additional  stock by the
                           same person or persons is not  considered to cause a
                           change in the ownership of the Employer or the
                           Holding  Company (or to cause a change in the
                           effective  control of the Employer or the Holding
                           Company  (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 Employer  or
                           the  Holding  Company  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  Employer  or
                           the Holding  Company  (or  issuance of stock of the
                           Employer or the Holding Company) and stock in the
                           Employer or the Holding Company remains outstanding
                           after the transaction.

(ii)                                a change in the effective control of the
                                    Employer or the Holding Company, 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 Employer or the Holding Company
                                    possessing thirty percent (30%) or more of
                                    the total voting power of the stock of the
                                    Employer or the Holding Company.

2)       the date a majority  of members  of the  Holding  Company'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 Holding  Company'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 Holding Company.

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

(iii)    a change in the  ownership  of a  substantial  portion of the
                           Employer'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 Employer 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 Employer  immediately before such
                           acquisition or acquisitions.  For this  purpose,
                           gross fair market value means the value of the assets
                           of the  Employer,  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 Employer
                           immediately after the transfer.  A transfer of assets
                           by the Employer is not treated as a change in the
                           ownership of such assets if the assets are
                           transferred to -

1)       a shareholder of the Employer (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 Employer.

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 Employer; 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 Employer or
                  the Holding Company; 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 Employer or the Holding Company
                  where the Employer or the Holding Company is the surviving
                  corporation.

(F)      To the extent the Employee is a "specified  employee" (as defined
                  below),  payments due to the Employee  under this Section 8
                  that represent  payment of deferred  compensation  that is
                  subject to  Section 409A of the Code shall begin no sooner
                  than six months after the Employee's  separation from service;
                  provided,  however, that any payments not made during
                  the six month period described in this  Section 8(F)  shall
                  be made in a single lump sum as soon as  administratively
                  practicable  after the  expiration of such six month period;
                  provided,  further,  that the six month delay  required
                  under this  Section 8(F)  shall not apply to the portion of
                  any payment  resulting from the  Employee's  "involuntary
                  separation from service" (as defined in Treasury Reg.
                  Section 1.409A-1(n)  and including a "separation  from service
                  for good reason," as defined in Treasury Reg.
                  Section 1.409A-1(n)(2)) that (i) is payable no later than the
                  last day of the second year  following  the year in which the
                  separation  from service  occurs,  and (ii) does not exceed
                  two times  the  lesser  of (1) the  Employee's  annualized
                  compensation  for the year  prior  to the  year in which  the
                  separation  from  service  occurs,  or (2) the  dollar  limit
                  described  in  Section 401(a)(17)  of the Code.  It is
                  expressly  intended and  understood  that payments  made under
                  Section 8(G)  do not  represent  payments of deferred
                  compensation  subject  to  Section 409A  of the Code and are
                  not  subject  to the six month  delay  required  by this
                  Section 8(F).

                  To the extent any life, health, disability or other welfare
                  benefit coverage provided to the Employee under this Section 8
                  would be taxable to the Employee, the taxable amount of such
                  coverage shall not exceed the applicable dollar amount under
                  Section 402(g)(1)(B) of the Code determined as of the year in
                  which the Employee's separation from service occurs. The
                  intent of the foregoing sentence is to permit the Holding
                  Company and the Employer to treat the provision of such
                  benefits as a limited payment under Treasury Reg. Section
                  1.409A-1(a)(9)(v)(D) so as to avoid application of the six
                  month delay rule for specified employees. For purposes of this
                  Section 8, any reference to severance of employment or
                  termination of employment shall mean a "separation from
                  service" as defined in Treasury Reg. Section 1.409A-1(h).

                  For purposes of this Agreement, the term "specified employee"
                  shall have the meaning set forth in Treasury Reg. Section
                  1.409A-1(i) and shall include, without limitation, (1) an
                  officer of the Employer or the Holding Company having annual
                  compensation greater than $130,000 (as adjusted for inflation
                  under the Code), (2) a five percent owner of the Employer or
                  the Holding Company, or (3) a one percent owner of the
                  Employer or the Holding Company having annual compensation of
                  more than $150,000. The determination of whether the Employee
                  is a "specified employee" shall be made by the Employer in
                  good faith applying the applicable Treasury regulations.

(G)               The Term of this Agreement shall expire upon a Change in
                  Control. Upon expiration of the Term of this Agreement upon a
                  Change in Control, the Employer shall continue to be bound by,
                  and shall cause any successor in interest to be bound by, the
                  terms of this Section 8(G).

(i)      If on or before the Change in Control the  Employer  or its  successor
                           in  interest  offers to  continue  the  employment
                           of Employee as Executive Vice President and Chief
                           Operating  Officer of Employer at the same
                           compensation  and substantially  the same benefits he
                           was receiving  under this Agreement  immediately
                           prior to the Change in Control without  placing any
                           material  limits on Employee's  duties or authority
                           as Executive Vice President and Chief Operating
                           Officer  (including his authority,  subject to
                           corporate  controls no more  restrictive than those
                           in effect on the date hereof,  to hire and discharge
                           employees who are not bona fide officers of
                           Employer),  for at least 12 months  (whether or not
                           pursuant to a written  agreement),  and if the
                           Employee accepts  such offer and the Employer or its
                           successor in interest  continues to employ the
                           Employee on such terms for at least 12 months
                           following the Change in Control,  the Employee shall
                           be entitled to no further payments  under this
                           Agreement  (other than any payments to which he may
                           have become  entitled prior to the
                           expiration of the Term of the Agreement).

(ii)     If on or before the Change in Control,  the Employer or its  successor
                           in interest  does not offer to continue the
                           employment of Employee as Executive Vice  President
                           and Chief  Operating  Officer of Employer at the same
                           compensation and  substantially  the same benefits he
                           was receiving under this Agreement  immediately prior
                           to the Change in Control  without  placing any
                           material  limits on  Employee's  duties or
                           authority  as  Executive  Vice President  and Chief
                           Operating  Officer  (including  his  authority
                           subject to corporate  controls no more
                           restrictive than those in effect on the date hereof,
                           to hire and discharge  employees who are not bona
                           fide officers  of  Employer),  for at least 12 months
                           (whether  or not  pursuant  to a written  agreement),
                           the Employee  shall be entitled to a lump sum payment
                           equal to three (3) times the sum of his Base
                           Compensation at the rate in effect as of the Change
                           in Control  plus the  incentive  bonus he  received
                           for the tax year preceding the Change in Control.
                           Such payment shall be made on the effective date of
                           the Change in Control.

(iii)    If Employee  accepts an offer of employment  from Employer or its
                           successor in interest which  satisfies the
                           requirements  of Section  8(G)(i) but the  Employer
                           or its  successor  in  interest  terminates  the
                           Employee's  employment involuntarily  within  that
                           12-month  period or does not honor  those
                           requirements  for at least 12 months following the
                           Change in Control,  other than as a result of a
                           termination  for cause as provided in Section
                           7(A),  Employee shall be entitled to the payment
                           described in Section 8(G)(ii),  which payment shall
                           be made within 10 days after Employee  notifies
                           Employer or its successor in interest of its failure
                           to continue to employ  Employee  on such  terms for
                           at least 12 months  following  the Change in
                           Control,  other than as a result of a termination
                           for cause as provided in Section 7(A). For purposes
                           of  clarification,  the payment to be made pursuant
                           to this Section 8(G)(iii) will not be payable if
                           Employee's  employment with Employer is
                           terminated  during that 12-month period for cause
                           under Section 7(A) or as a result of the Employee's
                           death, disability or voluntary resignation.

(iv)              If any successor in interest fails or refuses to be bound by
                  the terms of this Section 8(G), the Employee shall be entitled
                  to the payment described in Section 8(G)(ii), payable promptly
                  after the breach by such successor in interest of its
                  obligations under this Section 8(G).

(v)      In the event that the independent  public  accountants of Employer or
                           its successor in interest  determine that any payment
                           to or for the  benefit of the  Employee  made
                           pursuant to this  Section  8(G) would be
                           non-deductible  by the Employer  or its  successor
                           in interest  for federal  income tax  purposes
                           because of Section  280G of the Internal  Revenue
                           Code of 1986,  as amended (the "Code"),  then the
                           amount  payable to or for the benefit of
                           the Employee  pursuant to this  Section  8(G) shall
                           be reduced  (but not below zero) to the Reduced
                           Amount. For  purposes of this  Section 8(G) the
                           "Reduced  Amount"  shall be the amount  which
                           maximizes  the amount payable  without  causing the
                           payment to be  non-deductible  by the  Employer or
                           its  successor  in interest
                           because of Section 280G of the Code.

9.                In order to induce Employer to enter into this Agreement,
                  Employee hereby agrees as follows:

(A)      While  Employee is employed by Employer  and for a period of three
                  years after  termination  of such  employment  for reasons
                  other than those set forth in subsections  7(B) or 7(C) of
                  this Agreement,  Employee shall not divulge or furnish any
                  trade secrets (as defined in IND. CODE ss. 24-2-3-2) of
                  Employer or any confidential  information acquired by him
                  while employed by Employer  concerning  the policies,  plans,
                  procedures  or customers of Employer to any person,  firm or
                  corporation,  other  than  Employer  or upon its  written
                  request,  or use any such  trade  secret  or  confidential
                  information  directly or indirectly for Employee's own benefit
                  or for the benefit of any person,  firm or corporation
                  other than Employer,  since such trade secrets and
                  confidential  information are confidential and shall at all
                  times remain the property of Employer.

(B)      For a period of three years after  termination of Employee's
                  employment by Employer for reasons other than those set forth
                  in subsections  7(B) or 7(C)  of  this  Agreement,
                  Employee  shall  not  directly  or  indirectly  provide
                  banking  or bank-related  services to or solicit the banking
                  or bank-related  business of any customer of Employer at the
                  time of such  provision of services or  solicitation  which
                  Employee  served  either alone or with others while  employed
                  by Employer in any city,  town,  borough,  township,
                  village or other place in which  Employee  performed  services
                  for Employer  during  the last  three  years (or such  shorter
                  period)  he was  employed  by it, or assist any actual or
                  potential  competitor  of  Employer to provide  banking or
                  bank-related  services to or solicit any such  customer's
                  banking or bank-related business in any such place.

(C)               While Employee is employed by Employer and for a period of one
                  year after termination of Employee's employment by Employer
                  for reasons other than those set forth in subsections 7(B) or
                  7(C) of this Agreement, Employee shall not, directly or
                  indirectly, as principal, agent, or trustee, or through the
                  agency of any corporation, partnership, trade association,
                  agent or agency, engage in any banking or bank-related
                  business or venture which competes with the business of
                  Employer as conducted during Employee's employment by Employer
                  within St. Joseph County or within a radius of 25 miles of any
                  other office of Employer where Employee was employed for more
                  than six months in the three years next preceding termination.

(D)               If Employee's employment by Employer is terminated for any
                  reason, Employee will turn over immediately thereafter to
                  Employer all business correspondence, letters, papers,
                  reports, customers' lists, financial statements, credit
                  reports or other confidential information or documents of
                  Employer or its affiliates in the possession or control of
                  Employee, all of which writings are and will continue to be
                  the sole and exclusive property of Employer or its affiliates.

If Employee's employment by Employer is terminated during the Term of this
Agreement for reasons set forth in subsections 7(B) or 7(C) of this Agreement,
Employee shall have no obligations to Employer with respect to noncompetition
under sections 9(A) through (C) hereof

10. Any termination of Employee's employment with Employer as contemplated by
section 7 hereof, except in the circumstances of Employee's death, shall be
communicated by written "Notice of Termination" by the terminating party to the
other party hereto. Any "Notice of Termination" pursuant to subsections 7(A),
7(C) or 7(E) shall indicate the specific provisions of this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for such termination.

11. If Employee is suspended and/or temporarily prohibited from participating in
the conduct of Employer's affairs by a notice served under section 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(e)(4) and
(g)(1)), Employer's obligations under this Agreement shall be suspended as of
the date of service, unless stayed by appropriate proceedings. If the charges in
the notice are dismissed, Employer shall (i) pay Employee all or part of the
compensation withheld while its obligations under this Agreement were suspended
and (ii) reinstate (in whole or in part) any of its obligations which were
suspended.

12. If Employee is removed and/or permanently prohibited from participating in
the conduct of Employer's affairs by an order issued under section 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(e)(4) or
(g)(1)), all obligations of Employer under this Agreement shall terminate as of
the effective date of the order, but vested rights of the parties to the
Agreement shall not be affected.

13. If Employer is in default (as defined in section 3(x)(1) of the Federal
Deposit Insurance Act), all obligations under this Agreement shall terminate as
of the date of default, but this provision shall not affect any vested rights of
Employer or Employee.

14. All obligations under this Agreement may be terminated except to the extent
determined that the continuation of the Agreement is necessary for the continued
operation of Employer: (i) by the Director of the Office of Thrift Supervision,
or his or her designee (the "Director"), at the time the Federal Deposit
Insurance Corporation or Resolution Trust Corporation enters into an agreement
to provide assistance to or on behalf of Employer under the authority contained
in Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director
at the time the Director approves a supervisory merger to resolve problems
related to operation of Employer or when Employer is determined by the Director
to be in an unsafe and unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such action.

15. Anything in this Agreement to the contrary notwithstanding, in the event
that the Employer's independent public accountants determine that any payment by
the Employer to or for the benefit of the Employee, whether paid or payable
pursuant to the terms of this Agreement, would be non-deductible by the Employer
for federal income tax purposes because of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), then the amount payable to or for the
benefit of the Employee pursuant to this Agreement shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this section 15, the "Reduced
Amount" shall be the amount which maximizes the amount payable without causing
the payment to be non-deductible by the Employer because of Section 280G of the
Code. Any payments made to Employee pursuant to this Agreement, or otherwise,
are subject to and conditional upon their compliance with 12 U.S.C. ss. 1828(k)
and any regulations promulgated thereunder, to the extent applicable to such
payments.

16. If a dispute arises regarding the termination of Employee pursuant to
section 7 hereof or as to the interpretation or enforcement of this Agreement
said dispute shall be resolved by binding arbitration determined in accordance
with the rules of the American Arbitration Association and if Employee obtains a
final award in his favor or his claim is settled by Employer prior to the
rendering of an award by such arbitration, all reasonable legal fees and
expenses incurred by Employee in contesting or disputing any such termination or
seeking to obtain or enforce any right or benefit provided for in this Agreement
or otherwise pursuing his claim shall be paid by Employer, to the extent
permitted by law.

17. Should Employee die after termination of his employment with Employer while
any amounts are payable to him hereunder, this Agreement shall inure to the
benefit of and be enforceable by Employee's executors, administrators, heirs,
distributees, devisees and legatees and all amounts payable hereunder shall be
paid in accordance with the terms of this Agreement to Employee's devisee,
legatee or other designee or, if there is no such designee, to his estate.

18. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been given
when delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

         If to Employee:   Donald R. Kyle
                                    21556 Lake St.
                                    Cassopolis, MI 49031

         If to Employer:   MFB Financial
                                    4100 Edison Lakes Parkway, Suite 300
                                    PO Box 528
                                    Mishawaka, Indiana 46546

or to such address as either party hereto may have furnished to the other party
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.

19. This Agreement supersedes and replaces any pre-existing employment agreement
between the Employer and the Employee. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of the State of
Indiana, exist as otherwise required by mandatory operation of federal law.

20. Employer shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of Employer, by agreement in form and substance satisfactory
to Employee to expressly assume and agree to perform this Agreement in the same
manner and same extent that Employer would be required to perform it if no such
succession had taken place. Failure of Employer to obtain such agreement prior
to the effectiveness of any such succession shall be a material intentional
breach of this Agreement and shall entitle Employee to terminate his employment
with Employer pursuant to subsection 7(C) hereof. As used in this Agreement,
"Employer" shall mean Employer as hereinbefore defined and any successor to its
business or assets as aforesaid.

21. No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by
Employee and Employer. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of dissimilar provisions or conditions at the same or any prior
subsequent time. No agreements or representation, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement.

22. The invalidity or unenforceability of any provisions of this Agreement shall
not affect the validity or enforceability of any other provisions of this
Agreement which shall remain in full force and effect.

23. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same agreement.

24. This Agreement is personal in nature and neither party hereto shall without
consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder except as provided in section 17 and section 20 above,
Without limiting the foregoing, Employee's right to receive compensation
hereunder shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or distribution as set forth in section 17 hereof, and in the
event of any attempted assignment or transfer contrary to this paragraph,
Employer shall have no liability to pay any amounts so attempted to be assigned
or transferred.

25. If any of the provisions in this Agreement shall conflict with 12 C.F.R. ss.
563.39(b),as it may be amended from time to time, the requirements of such
regulation shall supersede any contrary provisions herein and shall prevail.




<PAGE>


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


                                  MFB FINANCIAL


                         By:
                            --------------------------------------------------

                         Name: Charles J. Viater
                               -----------------------------------------------

                         Title: President
                                ----------------------------------------------

                                   "Employer"


                                 Donald R. Kyle

                                   "Employee"


         The undersigned, MFB Corp., sole shareholder of Employer, agrees that
if it shall be determined for any reason that any obligation on the part of
Employer to continue to make any payments due under this Agreement to Employee
is unenforceable for any reason, MFB Corp. agrees to honor the terms of this
Agreement and continue to make any such payments due hereunder to Employee
pursuant to the terms of this Agreement.


                                    MFB CORP.


                         By:
                            --------------------------------------------------

                         Name:
                              ------------------------------------------------

                         Title:
                               -----------------------------------------------

INDS01 CVS 352574v9