EXHIBIT 10.3
                              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 Charles J. Viater, a resident of St. Joseph
County, Indiana ("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 (the "Code"),
effective as of January 1, 2005.

                               W I T N E S S E T H

         WHEREAS, Employee is hereby employed by Employer as its President and
chief executive 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 President and chief executive 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 President and chief executive officer,
and Employee accepts such employment.

2. Employee agrees to serve as Employer's President and chief executive 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. Employee shall render services to Employer as President
and chief executive officer in substantially the same manner and to
substantially the same extent as Employee's predecessor rendered his services to
Employer before the date hereof. 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. Employer shall nominate the Employee to
successive terms as a member of Employer's Board of Directors and shall use its
best efforts to elect and re-elect Employee as a member of such Board.

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
$221,450 ("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. 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 President
                                    and chief executive 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, 1995, 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 $1,667 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;  provided,
                  however,  that  Employee  may  only  terminate  his
                  employment  pursuant  to subsection  (iv) of this Section 7(C)
                  within 90 days after he learns of the  Employer's  decision
                  not to extend the Agreement.  For purposes of this subsection
                  7(B),  "cause" shall be defined as (i) any action by
                  Employer's  Board of Directors  to remove the Employee as
                  President  and chief executive  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 President  and chief  executive
                  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;  (iv) any
                  decision  by the  Employer  not to extend the
                  Agreement  pursuant  to  Section 3 hereof;  or (v) 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
                           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
                           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
                           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  President  and chief  executive  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
                           President  and chief  executive  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
                           President  and chief  executive  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  President  and
                           chief  executive 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 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 succ 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 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)(3) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. ss. 1818(e)(3) 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:   Charles J. Viater
                                    15141 Clifden Drive
                                    Granger, Indiana 46530

         If to Employer:   MFB Financial
                                    4100 Edison Lakes Parkway-Suite 300
                                    P.O. 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.

         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:    Donald R. Kyle
                     -----------------------------------
            Title:   Executive Vice President and Chief
                     -----------------------------------
                             Operating Officer

                               "Employer"



                             Charles J. Viater

                                "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:    Terry L. Clark
                           -----------------------------------
                  Title:   Executive Vice President and
                  --------------------------------------------
                           Chief Financial Officer

INDS01 CVS 625196v5