EXHIBIT 10.9
                           CHANGE IN CONTROL AGREEMENT

         THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is made and entered into
as of this 18th day of September, 2007, but effective as of January 16,
2007, by and between MFB FINANCIAL, a federally chartered savings association
whose address is 4100 Edison Lakes Parkway, Suite 300, Mishawaka, IN 46545
(which, together with any successor thereto which executes and delivers the
assumption agreement provided for in Section 12(a) hereof or which otherwise
becomes bound by the terms and provisions of this Agreement by operation of law,
is hereinafter referred to as the "Bank"), and JAMES P. COLEMAN III, whose
residence address is 15512 Durham Way West, Granger, Indiana 46530
(the "Employee").

         WHEREAS, the Employee is currently serving as Executive Vice President
and Director of Wealth Management of the Bank; and

         WHEREAS, the Bank is a wholly-owned subsidiary of MFB Corp., a publicly
traded corporation organized under Indiana law (the "Holding Company"); and

         WHEREAS, the Board of Directors of the Bank recognizes that, as is the
case with publicly held corporations generally, the possibility of a change in
control of the Holding Company may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may result in the
departure or distraction of key management personnel to the detriment of the
Bank, the Holding Company and its shareholders; and

         WHEREAS, the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure continuity of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to his or her assigned duties
without distraction in the face of potentially disruptive circumstances arising
from the possibility of a change in control of the Holding Company, although no
such change is now contemplated;

         WHEREAS, a Special Termination Agreement dated as of January 16, 2007,
between the Bank and Employee needs to be revised to address certain tax changes
made under Section 409A of the Internal Revenue Code of 1986, as amended, and
the parties wish to restate that agreement to make such changes; and

         WHEREAS, the Board of Directors of the Bank has approved and authorized
the execution of this Agreement with the Employee to take effect as stated in
Section 1 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, it is agreed as
follows:

1.                TERM OF AGREEMENT. The term of this Agreement shall be deemed
                  to have commenced as of January 16, 2007 (the "Effective
                  Date") and shall continue until the anniversary of the
                  Effective Date. Prior to that anniversary date and at each
                  anniversary date thereafter, the Board of Directors may review
                  this Agreement and, in its discretion, authorize extension
                  thereof for an additional one-year period.

2.                PAYMENTS TO THE EMPLOYEE UPON CHANGE IN CONTROL.

(a)               Upon the occurrence of a change in control of the Bank or the
                  Holding Company (as herein defined) at any time during the
                  term of this Agreement followed within 12 months by the
                  involuntary termination of the Employee's employment with the
                  Bank, whether or not such termination occurs during the term
                  of this Agreement, the provisions of Section 3 shall apply.

(b)               A "change in control" shall mean any of the following:

(i)      a change in the ownership of the Bank 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 Bank or the
         Holding  Company  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
         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 Holding  Company
         or the Bank in the  merger.  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 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 Bank or the
         Holding  Company (or to cause a change in the  effective  control  of
         the Bank 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 Bank 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  Bank or the  Holding  Company
         (or issuance  of  stock of the Bank or the  Holding  Company)  and
         stock in the Bank or the  Holding  Company remains outstanding after
         the transaction.


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


a)                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
                  Holding Company possessing thirty percent (30%) or more of the
                  total voting power of the stock of the Bank or the Holding
                  Company.

b)                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 Bank or the Holding
                  Company, the acquisition of additional control of the Bank or
                  the Holding Company by the same person or persons is not
                  considered to cause a change in the effective control of the
                  Bank or the Holding Company (or to cause a change in the
                  ownership of the Bank 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 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  event 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 -


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

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

c)                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

d)                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 Holding Company; provided,
  however, that they will not be considered to be acting as a group if they are
  owners of a corporation that merges into the Bank or the Holding Company where
  the Bank or the Holding Company is the surviving corporation.


(c) The Employee's employment under this Agreement may be terminated at any time
  by the Board of Directors of the Bank. If the Employee's employment is
  terminated for any reason prior to a change in control, no benefits shall be
  payable under this Agreement.

(d) The Employee's employment under this Agreement may be terminated at any time
  by the Board of Directors of the Bank. The terms "involuntary termination" or
  "involuntarily terminated" in this Agreement shall refer to the termination of
  the employment of Employee without his or her express written consent. In
  addition, a material diminution of or interference with the Employee's duties,
  responsibilities and benefits shall be deemed and shall constitute an
  involuntary termination of employment to the same extent as express notice of
  such involuntary termination. By way of example and not by way of limitation,
  any of the following actions, if unreasonable and materially adverse to the
  Employee, shall constitute such diminution or interference unless consented to
  in writing by the Employee: (1) the requirement that the Employee perform his
  or her principal employment duties more than thirty-five (35) miles from his
  or her primary office as of the date of the change in control; (2) a material
  reduction in the Employee's salary, perquisites, contingent benefits or
  vacation time as in effect on the date of the change in control as the same
  may be changed by mutual agreement from time to time, unless part of an
  institution-wide reduction; (3) the assignment to the Employee of duties and
  responsibilities materially different from those normally associated with his
  or her position as referenced in this Agreement; or (4) a material diminution
  or reduction in the Employee's responsibilities or authority (including
  reporting responsibilities) in connection with his or her employment with the
  Bank.

3. PAYMENTS UPON A CHANGE IN CONTROL.

(a) If during the term of this Agreement there is a change in control of the
  Bank or the Holding Company, and within 12 months following such change in
  control there is an involuntary termination of the Employee's employment with
  the Bank, whether or not such termination occurs during the term of this
  Agreement, the Bank shall pay to the Employee in a lump sum
  in cash within 25 business days after the date of severance of employment an
  amount equal to 100 percent of the Employee's "base amount" of compensation,
  as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as
  amended ("Code").

(b) If during the term of this Agreement there is a change in control, and
  within 12 months following such change in control there is an involuntary
  termination of the Employee's employment, whether or not such termination
  occurs during the term of this Agreement, the Bank shall cause to be continued
  life, health and disability coverage substantially identical to the coverage
  maintained by the Bank for the Employee prior to his severance. Subject to
  applicable federal and state laws, such coverage shall cease upon the earlier
  of the Employee's obtaining similar coverage by another employer or twelve
  (12) months from the date of the Employee's termination. In the event the
  Employee obtains new employment and receives less coverage for life, health or
  disability, the Bank shall provide coverage substantially identical to the
  coverage maintained by the Bank for the Employee prior to termination for the
  balance of the twelve (12) month period.

4. CERTAIN REDUCTION OF PAYMENTS BY THE BANK.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it
  shall be determined that any payment or distribution by the Bank to or for the
  benefit of the Employee (whether paid or payable or distributed or
  distributable pursuant to the terms of this Agreement or otherwise) (a
  "Payment") would be nondeductible (in whole or part) by the Bank for Federal
  income tax purposes because of Section 280G of the Code, then the aggregate
  present value of amounts payable or distributable to or for the benefit of the
  Employee pursuant to this Agreement (such amounts payable or distributable
  pursuant to this Agreement are hereinafter referred to as "Agreement
  Payments") shall be reduced to the Reduced Amount. The "Reduced Amount" shall
  be an amount, not less than zero, expressed in present value which maximizes
  the aggregate present value of Agreement Payments without causing any Payment
  to be nondeductible by the Bank because of Section 280G of the Code. For
  purposes of this Section 4, present value shall be determined in accordance
  with Section 280G(d)(4) of the Code.

(b) All determinations required to be made under this Section 4 shall be made by
  the Bank's independent auditors, or at the election of such auditors by such
  other firm or individuals of recognized expertise as such auditors may select
  (such auditors or, if applicable, such other firm or individual, are
  hereinafter referred to as the "Advisory Firm"). The Advisory Firm shall
  within ten business days of the date of termination of the Employee's
  employment by the Bank or the Holding Company resulting in benefit payments
  hereunder (the "Date of Termination"), or at such earlier time as is requested
  by the Bank, provide to both the Bank and the Employee an opinion (and
  detailed supporting calculations) that the Bank has substantial authority to
  deduct for federal income tax purposes the full amount of the Agreement
  Payments and that the Employee has substantial authority not to report on his
  or her federal income tax return any excise tax imposed by Section 4999 of the
  Code with respect to the Agreement Payments. Any such determination and
  opinion by the Advisory Firm shall be binding upon the Bank and the Employee.
  The Employee shall determine which and how much, if any, of the Agreement
  Payments shall be eliminated or reduced consistent with the requirements of
  this Section 4, provided that, if the Employee does not make such
  determination within ten business days of the receipt of the calculations made
  by the Advisory Firm, the Bank shall elect which and how much, if any, of the
  Agreement Payments shall be eliminated or reduced consistent with the
  requirements of this Section 4 and shall notify the Employee promptly of such
  election. Within five business days of the earlier of (i) the Bank's receipt
  of the Employee's determination pursuant to the immediately preceding sentence
  of this Agreement or (ii) the Bank's election in lieu of such determination,
  the Bank shall pay to or distribute to or for the benefit of the Employee such
  amounts as are then due the Employee under this Agreement. The Bank and the
  Employee shall cooperate fully with the Advisory Firm, including without
  limitation providing to the Advisory Firm all information and materials
  reasonably requested by it, in connection with the making of the
  determinations required under this Section 4.

(c) As a result of uncertainty in application of Section 280G of the Code at the
  time of the initial determination by the Advisory Firm hereunder, it is
  possible that Agreement Payments will have been made by the Bank which should
  not have been made ("Overpayment") or that additional Agreement Payments will
  not have been made by the Bank which should have been made ("Underpayment"),
  in each case, consistent with the calculations required to be made hereunder.
  In the event that the Advisory Firm, based upon the assertion by the Internal
  Revenue Service against the Employee of a deficiency which the Advisory Firm
  believes has a high probability of success, determines that an Overpayment has
  been made, any such Overpayment paid or distributed by the Bank to or for the
  benefit of Employee shall be treated for all purposes as a loan ab initio
  which the Employee shall repay to the Bank together with interest at the
  applicable federal rate provided for in Section 7872(f)(2) of the Code;
  provided, however, that no such loan shall be deemed to have been made and no
  amount shall be payable by the Employee to the Bank if and to the extent such
  deemed loan and payment would not either reduce the amount on which the
  Employee is subject to tax under Section 1 and Section 4999 of the Code or
  generate a refund of such taxes. In the event that the Advisory Firm, based
  upon controlling precedent or other substantial authority, determines that an
  Underpayment has occurred, any such Underpayment shall be promptly paid by the
  Bank to or for the benefit of the Employee together with interest at the
  applicable federal rate provided for in Section 7872(f)(2) of the Code.

5. REQUIRED REGULATORY PROVISIONS.

(a) The Bank may terminate the Employee's employment at any time, but any
  termination by the Bank on or after a change in control shall not prejudice
  the Employee's right to compensation or other benefits under this Agreement.

(b) If the Employee is suspended and/or temporarily prohibited from
  participating in the conduct of the Bank's affairs by a notice served under
  Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S. C.
  ss.1818 (e)(3) and (g)(1), the Bank'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, the Bank may in its
  discretion (i) pay the 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 the obligations which were suspended.

(c) If the Employee is removed from office and/or permanently prohibited from
  participating in the conduct of the Bank'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 the Bank under this Agreement shall
  terminate, as of the effective date of the order, but vested rights of the
  parties shall not be affected.

(d) If the Bank 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 (d) shall not affect any vested
  rights of the parties.

(e) All obligations under this Agreement may be terminated, except to the extent
  determined that continuation of this Agreement is necessary for the continued
  operation of the Bank: (i) by the Director of the Office of Thrift Supervision
  (the "Director"), or his or her designee, at the time the Federal Deposit
  Insurance Corporation enters into an agreement to provide assistance to or on
  behalf of the Bank under the authority contained in Section 13(c) of the
  Federal Deposit Insurance Act, 12 U.S.C. ss.1823(c), or (ii) by the Director,
  or his or her designee, at the time the Director or his or her designee
  approves a supervisory merger to resolve problems related to operation of the
  Bank or when the Bank is determined by the Director to be in an unsafe or
  unsound condition. Any rights of the parties that have already vested,
  however, shall not be affected by any such action.

6. REINSTATEMENT OF BENEFITS UNDER SECTION 3. In the event the Employee is
  suspended and/or temporarily prohibited from participating in the conduct of
  the Bank's affairs by a notice described in Section 5(b) hereof (the "Notice")
  during the term of this Agreement and a change in control occurs, the Bank
  will assume its obligation to pay and the Employee will be entitled to receive
  all of the termination benefits provided for under Section 3 of this Agreement
  upon the Bank's receipt of a dismissal of charges in the Notice.

7. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS. This Agreement
  contains the entire understanding between the parties hereto and supersedes
  any prior agreement between the Bank and the Employee, including the Special
  Termination Agreement dated January 16, 2007, between the Bank and the
  Employee which shall be void and without further force and effect from and
  after the date hereof.

8. NO ATTACHMENT.

(a) Except as required by law, no right to receive payments under this Agreement
  shall be subject to anticipation, commutation, alienation, sale, assignment,
  encumbrance, charge, pledge, or hypothecation, or to execution, attachment,
  levy, or similar process or assignment by operation of law, and any attempt,
  voluntary or involuntary, to affect any such action shall be null, void, and
  of no effect.

(b) This Agreement shall be binding upon, and inure to the benefit of, the
  Employee, the Bank and their respective successors and assigns.

9. MODIFICATION AND WAIVER.

(a) This Agreement may not be modified or amended except by an instrument in
  writing signed by the parties hereto.

(b) No term or condition of this Agreement shall be deemed to have been waived,
  nor shall there be any estoppel against the enforcement of any provision of
  this Agreement, except by written instrument of the party charged with such
  waiver or estoppel. No such written waiver shall be deemed a continuing waiver
  unless specifically stated therein, and each such waiver shall operate only as
  to the specific term or condition waived and shall not constitute a waiver of
  such term or condition for the future or as to any act other than that
  specifically waived.

10. NO MITIGATION. Except as expressly provided herein, the amount of any
  payment or benefit provided for in this Agreement shall not be reduced by any
  compensation earned by the Employee as the result of employment by another
  employer, by retirement benefits after the date of termination or otherwise.



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11. NO ASSIGNMENTS.

(a) This Agreement is personal to each of the parties hereto, and neither party
  may assign or delegate any of its rights or obligations hereunder without
  first obtaining the written consent of the other party; provided, however,
  that the Bank will require any successor or assign (whether direct or
  indirect, by purchase, merger, consolidation or otherwise) to all or
  substantially all of the business and/or assets of the Bank, by an assumption
  agreement in form and substance satisfactory to the Employee, to expressly
  assume and agree to perform this Agreement in the same manner and to the same
  extent that the Bank would be required to perform it if no such succession or
  assignment had taken place. Failure of the Bank to obtain such an assumption
  agreement prior to the effectiveness of any such succession or assignment
  shall be a breach of this Agreement and shall entitle the Employee to
  compensation from the Bank in the same amount and on the same terms as the
  compensation pursuant to Section 3 hereof. For purposes of implementing the
  provisions of this Section 11(a), the date on which any such succession
  becomes effective shall be deemed the Date of Termination.

(b) This Agreement and all rights of the Employee hereunder shall inure to the
  benefit of and be enforceable by the Employee's personal and legal
  representatives, executors, administrators, successors, heirs, distributees,
  devisees and legatees. If the Employee should die while any amounts would
  still be payable to the Employee hereunder if the Employee had continued to
  live, all such amounts, unless otherwise provided herein, shall be paid in
  accordance with the terms of this Agreement to the Employee's devisee, legatee
  or other designee or if there is no such designee, to the Employee's estate.

12. NOTICE. For the purposes of this Agreement, notices and all other
  communications provided for in the Agreement shall be in writing and shall be
  deemed to have been duly given when personally delivered or sent by certified
  mail, return receipt requested, postage prepaid, addressed to the respective
  addresses set forth on the first page of this Agreement (provided that all
  notices to the Bank shall be directed to the attention of the Board of
  Directors of the Bank with a copy to the Secretary of the Bank), or to such
  other address as either party may have furnished to the other in writing in
  accordance herewith.

13. AMENDMENTS. No amendments or additions to this Agreement shall be binding
  unless in writing and signed by both parties, except as herein otherwise
  provided.

14. PARAGRAPH HEADINGS. The paragraph headings used in this Agreement are
  included solely for convenience and shall not affect, or be used in connection
  with, the interpretation of this Agreement.

15. SEVERABILITY. The provisions of this Agreement shall be deemed severable and
  the invalidity or unenforceability of any provision shall not affect the
  validity or enforceability of the other provisions hereof.

16. GOVERNING LAW. This Agreement shall be governed by the laws of the United
  States to the extent applicable and otherwise by the laws of the State of
  Indiana.

17. ARBITRATION. Any dispute or controversy arising under or in connection with
  this Agreement shall be settled exclusively by arbitration in accordance with
  the rules of the American Arbitration Association then in effect. Judgment may
  be entered on the arbitrator's award in any court having jurisdiction.

18. SPECIFIED EMPLOYEE LIMITS.

(a) To the extent the Employee is a "specified employee" (as defined below), any
  payments due to the Employee upon his separation from service with the Bank
  under this Agreement 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 19 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 25(a) 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.

(b) To the extent any life, health, disability or other welfare benefit coverage
  provided to the Employee under this Agreement 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 Lincoln Bancorp and the Bank 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 Agreement, the phrase
  "separation from service" shall be as defined in Treasury Reg. Section
  1.409A-1(h).

(c) 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 Bank or Lincoln Bancorp having
  annual compensation greater than $130,000 (as adjusted for inflation under the
  Code), (2) a five percent owner of the Bank or Lincoln Bancorp, or (3) a one
  percent owner of the Bank or Lincoln Bancorp having annual compensation of
  more than $150,000. The determination of whether the Employee is a "specified
  employee" shall be made by the Bank in good faith applying the applicable
  Treasury regulations.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.



<PAGE>


         THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.

                               MFB FINANCIAL


            By:
                       Charles J. Viater, President

                                   "BANK"



                           James P. Coleman, III

                                 "Employee"


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


MFB CORP.


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

INDS01 CVS 904287v45


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