EXHIBIT 10.8

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Agreement, made and dated as of September 18, 2007, is by and
between MFB FINANCIAL, a federal savings association ("EMPLOYER"), and TERRY L.
CLARK, a resident of St. Joseph County, Indiana ("EMPLOYEE"), but effective as
of January 16, 2007.

         This Agreement amends and restates the prior Employment Agreement
between Employer and the Employee dated January 16, 2007 (the "Prior
Agreement"). It has been amended and restated for compliance with the final
regulations under Section 409A of the Internal Revenue Code of 1986, as amended,
effective as of January 16, 2007.

                              W I T N E S S E T H:

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

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

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

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

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

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

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

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

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

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

3. The term of this Agreement shall begin on January 16, 2007 (the "EFFECTIVE
DATE"), and shall end on January 16, 2008; provided, however, that such term
shall be extended for an additional month on the first day of each month
succeeding the Effective Date, so as to continue to maintain a one-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 the Effective
Date. 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 the Effective Date, no further
extension shall occur and the term of this Agreement shall end one year
subsequent to the first day of the month in which such notice not to extend is
given or one year 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
$105,000 ("BASE COMPENSATION") payable at regular intervals in accordance
with Employer's normal payroll practices now or hereafter in effect. Employer
may consider and declare from time to time increases in the salary it pays
Employee and thereby increases in his Base Compensation. Employer may also
declare incentive bonuses from time to time to be paid to Employee in addition
to his annual salary. During the Term of this Agreement, but only until such
time as a Change in Control occurs, Employer may also declare decreases in the
salary it pays Employee if the operating results of Employer are significantly
less favorable than those for the fiscal year ending September 30, 2006, 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 Employer's recognition and retention
                                    plan and trust), consistent with his Base
                                    Compensation and his position as Executive
                                    Vice President and Chief Financial 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, 2006,
                                    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 an auto
                                    allowance of $0 per month to be
                                    applied towards the use or lease of an
                                    automobile used in part for Employer
                                    business.

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

(A)                                 Employer, by action of its Board of
                                    Directors and upon written notice to
                                    Employee, may terminate Employee's
                                    employment with Employer immediately for
                                    cause. For purposes of this subsection 7(A),
                                    "cause" shall be defined as (i) personal
                                    dishonesty, (ii) incompetence, (iii) willful
                                    misconduct, (iv) breach of fiduciary duty
                                    involving personal profit, (v) intentional
                                    failure to perform stated duties, (vi)
                                    willful violation of any law, rule, or
                                    regulation (other than traffic violations or
                                    similar offenses) or final cease-and-desist
                                    order, or (vii) any material breach of any
                                    term, condition or covenant of this
                                    Agreement.

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

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

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

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

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

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

(B)      In the event of  termination  pursuant  to  subsection  7(B) or 7(C),
                  compensation  provided  for  herein (including  Base
                  Compensation)  shall  continue  to be paid,  and  Employee
                  shall  continue  to participate in the employee  benefit,
                  incentive bonus,  retirement,  and compensation  plans and
                  other  perquisites  as  provided  in  sections 5 and 6 hereof,
                  through  the date of  termination specified  in  the  notice
                  of  termination.   Any  benefits  payable  under  insurance,
                  health, retirement  and bonus plans as a result of  Employee's
                  participation  in such plans through such date shall be paid
                  when due under  those  plans.  In  addition,  Employee  shall
                  be  entitled  to continue to receive  from  Employer  his Base
                  Compensation  at the rate in effect at the time of
                  termination,  plus  any  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 transferred to -

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

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

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

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

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

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

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

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

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

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

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

(ii)     If on or before the Change in  Control,  the  Employer  or its
                           successor  in  interest  does not offer to continue
                           the employment of Employee as Executive Vice
                           President and Chief Financial Officer of Employer
                           at the same  compensation  and  substantially  the
                           same  benefits he was receiving  under this Agreement
                           immediately  prior to the Change in Control without
                           placing  any  material  limits on  Employee's  duties
                           or  authority  as  Executive  Vice President and
                           Chief  Financial  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   the  sum  of his  Base
                           Compensation  at the rate in  effect  as of
                           the  Change in  Control  plus the  incentive bonus he
                           received  for the tax year  preceding  the  Change in
                           Control.  Such  payment shall be made on the
                           effective date of the Change in Control.

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

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

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

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

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


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

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

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

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

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

11. If Employee is suspended and/or temporarily prohibited from participating in
the conduct of Employer's affairs by a notice served under section 8(e)(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:   Terry L. Clark
                                    15239 Jackson Road
                                    Mishawaka, Indiana 46544

                  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 herein before 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:
       ------------------------------------------------------------------------
       ------------------------------------------------------------------------
          Charles J. Viater, President

                        "EMPLOYER
--------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
                      Terry L. Clark

                        "EMPLOYEE"



<PAGE>



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

INDS01 CVS 914647v4