EXHIBIT
10.16
 EMPLOYMENT
AGREEMENT WITH CHARLES VIATER







EMPLOYMENT
AGREEMENT




THIS
EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this 7th day of
January 2008 by and between Mutual Federal Savings Bank (hereinafter referred to
as the "Bank"), MutualFirstFinancial, Inc. (the "Company") and Charles J. Viater (the
"Employee").




WHEREAS,
the Employee is currently serving as the President and Chief Executive Officer
of MFB Corp. and MFB Financial; and




WHEREAS,
it is proposed that the Company and MutualFirst Acquisition Corp., a newly
formed wholly owned subsidiary of the Company, enter into an Agreement and Plan
of Merger (together  with the attachments and exhibits thereto, the
"Merger Agreement") with MFB Corp., pursuant to which, among other things, (i)
MFB Corp. will merge with and into MutualFirst Acquisition Corp., (the "Merger")
and (ii) MFB Financial, a wholly owned subsidiary of MFB Corp., will merge with
and into the Bank (the "Bank Merger"); and




WHEREAS,
the Board of Directors of the Bank believes it is in the best interests of the
Bank to enter into this Agreement in connection with the Bank Merger with the
Employee in order to assure continuity of management of the Bank and to
reinforce and encourage the continued attention and dedication of the Employee;
and




WHEREAS,
the Board of Directors of the Company has approved and authorized the execution
of this Agreement for the purpose of the Company making the guarantee set forth
in Section 17; and




WHEREAS,
the Board of Directors of the Bank has approved and authorized the execution of
this Agreement with the Employee to take effect as stated in Section 2
hereof.




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




1.           Definitions.




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




(i)           a
change in the ownership of the Bank or the Company, which shall occur on the
date that any one person, or more than one person acting as a group, acquires
ownership of stock of the Bank or the Company that, together with stock held by
such person or group, constitutes more than fifty percent (50%) of the total
fair market value or total voting power of the stock of the Bank or the
Company.  Such acquisition may occur as a result of a merger of the
Company or the Bank into another entity which pays consideration for the shares
of capital stock of the merging 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 Bank or the Company, the acquisition of additional stock by the
same person or persons is not considered to cause a change in the ownership of
the Bank or the Company (or to cause a change in the effective control of the
Bank or the Company (within the meaning of subsection (ii)).  An
increase in the percentage of stock owned by any one person, or persons acting
as a group, as a result of a transaction in which the Bank or the Company
acquires its stock in exchange for property will be treated as an acquisition of
stock for purposes of this subsection.  This subsection applies only
when there is a transfer of stock of the Bank or the Company (or issuance of
stock of the Bank or the Company) and stock in the Bank or the Company remains
outstanding after the transaction.







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




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




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




(iii)           a
change in the ownership of a substantial portion of the Bank’s assets, which
shall occur on the date that any one person, or more than one person acting as a
group, acquires (or has acquired during the 12 month period ending on the date
of the most recent acquisition by such person or persons) assets from the Bank
that have a total gross fair market value equal to or more than forty percent
(40%) of the total gross fair market value of all of the assets of the Bank
immediately before such acquisition or acquisitions.  For this
purpose, gross fair market value means the value of the assets of the Bank, or
the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.  No change in control occurs
under this subsection (iii) when there is a transfer to an entity that is
controlled by the shareholders of the Bank immediately after the
transfer.  A transfer of assets by the Bank is not treated as a change
in the ownership of such assets if the assets are transferred to –




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


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




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




4)           an
entity, at least 50 percent of the total value or voting power of which is
owned, directly or indirectly, by a person described in paragraph
(3).




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




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




(b)           
The term "Commencement Date" means the date of the consummation of the Bank
Merger.




(c)           The
term "Date of Termination" means the date upon which the Employee ceases to
serve as an employee of the Bank.




(d)           The
term "Involuntary Termination" means termination of the employment of Employee
without the Employee's express written consent, and shall include a voluntary
termination by the Employee for “good reason.”  For purposes of this
subsection, “good reason” means a material diminution of or interference with
the Employee's duties, responsibilities and benefits as Regional President of
the Bank and Senior Vice President of the Company, including (without
limitation) any of the following actions unless consented to in writing by the
Employee: (1) a change in the principal workplace of the Employee to a location
outside of a 30 mile radius from the Bank's headquarters office as of the date
hereof without the Employee’s consent, (2) a material demotion of the Employee;
(3) a material reduction in the number or seniority of other Bank personnel
reporting to the Employee or a material reduction in the frequency with which,
or in the nature of the matters with respect to which, such personnel are to
report to the Employee, other than as part of a Bank-or Company-wide reduction
in staff, (4) a material adverse change in the Employee's base salary; and (5)
any material breach of this Agreement by the Bank.  The Employee’s
voluntary termination for good reason upon the occurrence of any of the events
or conditions described in the preceding sentence (a “Good Reason Event”) shall
be deemed an “Involuntary Termination” only if such voluntary termination occurs
within two years after the Good Reason Event and after the Employee has provided
the Bank not less than ninety (90) days notice of his intent to terminate
employment and at least thirty (30) days for the Bank to cure the Good Reason
Event. The term "Involuntary Termination" does not include Termination for Cause
or termination of employment due to retirement, death, disability or suspension
or temporary or permanent prohibition from participation in the conduct of the
Bank's affairs under Section 8 of the Federal Deposit Insurance Act
("FDIA").


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(e)           The
terms "Termination for Cause" and "Terminated
For Cause" mean termination of the employment of the Employee because of the
Employee's personal dishonesty, incompetence, willful misconduct, breach of a
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of this Agreement. The Employee shall not be deemed to
have been Terminated for Cause unless and until there shall have been delivered
to the Employee a copy of a resolution, duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board of Directors of
the Bank at a meeting of the Board called and held for such purpose (after
reasonable notice to the Employee and an opportunity for the Employee, together
with the Employee's counsel, to be heard before the Board), stating that in the
good faith opinion of the Board the Employee has engaged in conduct described in
the preceding sentence and specifying the particulars thereof in
detail.




(f)           The
term “Section 409A” means Section 409A of the Code, and any regulations or other
guidance of general applicability issued thereunder.




(g)           The
term “Specified Employee” means, for an applicable twelve (12) month period
beginning on April 1, a key employee (as described in Code Section 416(i),
determined without regard to paragraph (5) thereof) during the calendar year
immediately preceding such April 1.




(h)           The term “Termination of Employment”
shall have the same meaning asAseparation from service, as that phrase
is defined in Section 409A (taking into account all rules and presumptions
provided for in the Section 409A regulations).  Any reference to
termination of employment herein shall be deemed to have the same meaning as
“Termination of Employment” as herein defined.




2.           Term. The term of
this Agreement shall be a period of three years beginning on the Commencement
Date, subject to earlier termination as provided herein. Beginning on the first
anniversary of the Commencement Date, and on each anniversary thereafter, the
term of this Agreement shall be extended for a period of one year in addition to
the then-remaining term, provided that (1) the
Bank has not given notice to the Employee in writing at least 90 days prior to
such anniversary that the term of this Agreement shall not be extended further;
and (2) prior to such anniversary, the Board of Directors of the Bank explicitly
reviews and approves the extension. Reference herein to the term of this
Agreement shall refer to both such initial term and such extended
terms.




3.           Employment. Upon the
Commencement Date, the Employee shall be employed as Regional President of the
Bank and Senior Vice President of the Company as of the Commencement Date. As
such, the Employee shall render administrative and management services as are
customarily performed by persons situated in similar executive capacities, and
shall have such other powers and duties of an officer of the Bank and the
Company as the Board of Directors may prescribe from time to
time.


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4.           Compensation.




(a)           Salary. The Bank
agrees to pay the Employee during the term of this Agreement, not less
frequently than monthly, the salary established by the Board of Directors, which
shall be at least $250,000 annually. The amount of the Employee's salary shall
be reviewed by the Board of Directors, beginning not later than the first
anniversary of the Commencement Date. Adjustments in salary or other
compensation shall not limit or reduce any other obligation of the Bank or of
the Company under this Agreement. The Employee's salary
in effect from time to time during the term of this Agreement shall not
thereafter be reduced.




(b)           Discretionary
Bonuses. The Employee shall be entitled to participate in an equitable
manner with all other executive officers of the Bank in discretionary bonuses as
authorized and declared by the Board of Directors to its executive employees. No
other compensation provided for in this Agreement shall be deemed a substitute
for the Employee's right to participate in such bonuses when and as declared by
the Board of Directors. A discretionary bonus declared pursuant to this Section
4(b) shall be paid no later than two and one-half months after the end of the
calendar year in which the bonus is declared.




(c)           Expenses. The
Employee shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Employee in performing services under this Agreement in
accordance with the policies and procedures applicable to the executive officers
of the Bank, provided that the
Employee accounts for such expenses as required under such policies and
procedures.




5.           Benefits.




(a)           Participation in Retirement
and Employee Benefit Plans. The Employee shall be entitled to participate
in all plans relating to pension, thrift, profit-sharing, group life and
disability insurance, medical and dental coverage, education, cash bonuses, and
other retirement or employee benefits or combinations thereof, in which the
Bank's executive officers participate.




(b)           Fringe Benefits. The
Employee shall be eligible to participate in, and receive benefits under, any
fringe benefit plans which are or may become applicable to the Bank's executive
officers, including, without limitation, the Company's Stock Option Plan the
Management Recognition Plan, and the Company’s Employee Stock Ownership
Plan.  So long as Employee is employed by the Bank 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 Bank
business.




(c)           Vacations; Leave. The
Employee shall be entitled to annual paid vacation in accordance with the
policies established by the Board of Directors for executive employees and to
voluntary leave of absence, with or without pay, from time to time at such times
and upon such conditions as the Board of Directors may determine in its
discretion.


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6.           Termination of
Employment.




(a)           Involuntary
Termination.The Board of
Directors may terminate the Employee's employment at any time, but, except in
the case of Termination for Cause, termination of employment shall not prejudice
the Employee's right to compensation or other benefits under this Agreement. In
the event of Involuntary Termination other than in connection with or within
twelve (12) months after a Change in Control, (1) the Bank shall pay to the
Employee during the remaining term of this Agreement, the Employee's salary at
the rate in effect immediately prior to the Date of Termination, payable in such
manner and at such times as such salary would have been payable to the Employee
under Section 4 if the Employee had continued to be employed by the Bank, and
(2) the Bank shall provide to the Employee during the remaining term of this
Agreement substantially the same benefits as the Bank maintained for its
executive officers immediately prior to the Date of Termination, including
Bank-paid dependent medical and dental coverage.  If and to the extent
involuntary termination payments under this Section 6 constitute deferred
compensation within the meaning of Section 409A (“Involuntary Termination
Deferred Compensation”), and the Employee is a Specified Employee, then the
payment of such Involuntary Termination Deferred Compensation shall comply with
Code Section 409A(a)(2)(B)(i) and the regulations thereunder, which generally
provides that distributions of deferred compensation (within the meaning of
Section 409A) to a Specified Employee that are payable on account of Termination
of Employment may not commence prior to the six (6) month anniversary of the
Employee’s Termination of Employment (or, if earlier, the date of the Employee’s
death). Amounts that would otherwise be distributed to the Employee during such
six (6) month period but for the preceding sentence shall be paid to the
Employee on the 185th day following the date of the Employee’s Termination of
Employment.  To the extent permitted by Section 409A, Involuntary
Termination Deferred Compensation payments shall be deemed to be made after any
other payments provided for in this Section 6(a).




(b)           Termination for
Cause. In the event of Termination for Cause, the Bank shall pay the
Employee the Employee's salary and benefits through the Date of Termination, and
the Bank shall have no further obligation to the Employee under this
Agreement.




(c)           Voluntary
Termination. The Employee's employment may be voluntarily terminated by
the Employee at any time upon 90 days written notice to the Bank or upon such
shorter period as may be agreed upon between the Employee and the Board of
Directors. In the event of such voluntary termination, the Bank shall be
obligated to continue to pay to the Employee the Employee's salary and benefits
only through the Date of Termination, at the time such payments are due, and the
Bank shall have no further obligation to the Employee under this
Agreement.




(d)           Change in Control. In
the event of Involuntary Termination in connection with or within 12 months
after a Change in Control which occurs at any time while the Employee is
employed under this Agreement, the Bank shall, subject to Section 7 of this
Agreement, (1) pay to the Employee in a lump sum in cash within 25 business days
after the Date of Termination an amount equal to 299% of the Employee's "base
amount" as defined in Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"); and (2) provide to the Employee during the remaining term
of this Agreement substantially the same health (including, without limitation,
health, dental and vision) and disability benefits as the Bank maintained for
its executive officers immediately prior to the Change in
Control.


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(e)           Death; Disability. In
the event of the death of the Employee while employed under this Agreement and
prior to any termination of employment, the Employee's estate,
or such person as the Employee may have previously designated in writing, shall
be entitled to receive from the Bank the salary and benefits of the Employee
through the last day of the calendar month in which the Employee died. If the
Employee becomes disabled as defined in the Bank's then current disability plan,
if any, or if the Employee is otherwise unable to serve in his current capacity,
this Agreement shall continue in fall force and effect, except that the salary
paid to the Employee shall be reduced by any disability insurance payments made
to Employee on policies of insurance maintained by the Bank at its
expense.




(f)           Temporary Suspension or
Prohibition. If the Employee is suspended and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) and (g)(1), the
Bank's obligations under this Agreement shallbe suspended as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Bank may in its
discretion (i) pay the Employee all or part of the compensation withheld while
its obligations under this Agreement were suspended and (ii) reinstate in whole
or in part any of its obligations which were suspended.




(g)           Permanent Suspension or
Prohibition. If the Employee is removed and/or permanently prohibited
from participating in the conduct of the Bank's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1), all
obligations of the Bank under this Agreement shall terminate as of the effective
date of the order, but vested rights of the contracting parties shall not be
affected.




(h)           Default of the Bank.
If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), allobligations under this
Agreement shall terminate as of the date of default, but this provision shall
not affect any vested rights of the contracting parties.




(i)           Termination by
Regulators. All obligations of the Bank under this Agreement shall be
terminated, except to the extent determined that continuation of this Agreement
is necessary for the continued operation of the Bank: (1) by the Director of the
Office of Thrift Supervision (the "Director") or his or her designee, at the
time the Federal Deposit Insurance Corporation enters into an agreement to
provide assistance to or on behalf of the Bank under the authority contained in
Section 13(c) of the FDIA; or (2) by the Director or his or her designee, at the
time the Director or his or her designee approves a supervisory merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director to be in an unsafe or unsound condition. Any rights of the
parties that have already vested, however, shall not be affected by any such
action.




Payments
due under the Agreement that are suspended in accordance with Paragraphs 6(f)
through 6(i) of the Agreement, but are later determined by the applicable
regulatory authority to be payable, shall be paid at the earliest date the
Company or the Bank reasonably anticipates that the payment would be
permissible.


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7.           Certain
Reduction of Payments by the Bank.




(a)           Notwithstanding
any other provision of this Agreement, if payments under this Agreement,
together with any other payments received or to be received by the Employee in
connection with a Change in Control would cause any amount to be nondeductible
for federal income tax purposes pursuant to Section 280G of the Code, then
benefits under this Agreement shall be reduced (not less than zero) to the
extent necessary so as to maximize payments to the Employee without causing any
amount to become nondeductible. The Employee shall determine the allocation of
such reduction among payments to the Employee.




(b)           Any
payments made to the Employee pursuant to this Agreement, or otherwise, are
subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and
any regulations promulgated thereunder.




8.           Confidential Information;
Loyalty; Non-competition.




(a)           During the term of the Employee's employment hereunder
and for three years thereafter, the Employee shall not, except as may be
required to perform his duties hereunder or as required by law, disclose to
others or use, whether directly or indirectly, any Confidential Information.
"Confidential Information" means information about the Bank and the Bank’s
clients and customers which is not available to the general public and was or
shall be learned by the Employee in the course of his employment by the Bank,
including without limitation any data, formulae, information, proprietary
knowledge, trade secrets, and credit reports and analyses owned, developed and
used in the course of the business of the Bank, including client and customer
lists and information related thereto; and all papers, resumes, records and
other documents (and all copies thereof) containing such Confidential
Information. The Employee acknowledges that such Confidential Information is
specialized, unique in nature and of great value to the Bank. The Employee
agrees that upon the expiration of the Employee's term of employment hereunder
or in the event the Employee's employment hereunder is terminated prior thereto
for any reason whatsoever, the Employee will promptly deliver to the Bank all
documents (and all copies thereof) containing any Confidential
Information.




(b)           The Employee shall devote his full time to the
performance of his employment under this Agreement; provided, however, that the
Employee may serve, without compensation, with charitable, community and
industry organizations and to serve, with compensation, as a director of any
business corporation to the extent such directorships do not inhibit the
performance of his duties thereunder or conflict with the business of the Bank.
During the term of the Employee's employment hereunder, the Employee shall not
engage in any business or activity contrary to the business affairs or interests
of the Bank.




(c)           Upon the expiration of the term of the Employee's
employment hereunder or in the event the Employee's employment hereunder
terminates prior thereto for any reason whatsoever, the Employee shall not, for
a period of one year after the occurrence of such event, for himself, or as the
agent of, on behalf of, or in conjunction with, any person or entity, solicit or
attempt to solicit, whether directly or indirectly: (i) any employee of the Bank
to terminate such employee's employment relationship with the Bank; or (ii) any
savings and loan, banking or similar business from any person or entity that is
or was a client, employee, or customer of the Bank and had dealt with the
Employee or any other employee of the Bank under the supervision of the
Employee.




(d)           In the event the Employee's employment hereunder is
terminated for any reason whatsoever, the Employee shall not, for a period of
two years from the date of termination, directly or indirectly, own, manage,
operate or control, or participate in the ownership, management, operation or
control of, or be employed by or connected in any manner with, any financial
institution having an office located within 25 miles of any office of the Bank
as of the date of termination.


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(e)           The provisions of Paragraphs 8(b) and 8(d) of the
Agreement shall not prevent the Employee from purchasing, solely for investment,
not more than 5 percent of any financial institution's stock or other securities
which are traded on any national or regional securities exchange or are actively
traded in the over-the-counter market and registered under Section 12(g) of the
Securities Exchange Act of 1934.




(f)           The provisions of this Paragraph 8 shall survive the
termination of the Employee’s employment hereunder whether by expiration of the
term thereof or otherwise.




9.           No Mitigation. The
Employee shall not be required to mitigate the amount of any salary or other
payment or benefit provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in this
Agreement be reduced by any compensation earned by the Employee as the result of
employment by another employer, by retirement benefits after the Date of
Termination or otherwise.




10.           Attorneys Fees. In
the event the Bank exercises its right of Termination for Cause, but it is
determined by a court of competent jurisdiction or by an arbitrator pursuant to
Section 16 that cause did not exist for such termination, or if in any event it
is determined by any such court or arbitrator that the Bank has failed to make
timely payment of any amounts owed to the Employee under this Agreement, the
Employee shall be entitled to reimbursement for all reasonable costs, including
attorneys' fees, incurred in challenging such termination or collecting such
amounts. Such reimbursement shall be in addition to all rights to which the
Employee is otherwise entitled under this Agreement.




11.           No
Assignments.




(a)           This
Agreement is personal to each of the parties hereto, and no party may assign or
delegate any of its rights or obligations hereunder without first obtaining the
written consent of the other party; provided, however, that the Bank shall
require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Bank, by an assumption agreement in form and substance
satisfactory to the Employee, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Bank would be
required to perform it if no such succession or assignment had taken place.
Failure of the Bank to obtain such an assumption agreement prior to the
effectiveness of any such succession or assignment shall be a breach of this
Agreement and shall entitle the Employee to compensation from the Bank in the
same amount and on the same terms as the compensation pursuant to Section 6(d)
hereof. For purposes of implementing the provisions of this Section 11(a), the
date on which any such succession becomes effective shall be deemed the Date of
Termination.




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


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12.           Notice. For the
purposes of this Agreement, notices and all other communications provided for in
the Agreement shall be in writing and, shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, to the Bank or Company at its home office, to the attention of
the Board of Directors with a copy to the Secretary, or, if to the Employee, to
such home or other address as the Employee has most recently provided in writing
to the Bank.




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




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




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




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




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




18.           Company Guarantee.
The Company hereby guarantees the obligations of the Bank to the Employee under
the Employment Agreement. This guarantee shall be subject to the provisions of
12 U.S.C. Section 1828(k) and regulations thereunder.




19.           Supersedes Prior
Agreements. This Agreement supersedes any and all prior employment
agreements entered into by and between the Employee, the Bank or the
Company.


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




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




Attest:
              
              MUTUAL
      FEDERAL SAVINGS BANK/s/ Rosalie Petro
              
              /s/ David W. HeeterSecretary
              
              By:
              David
      W. HeeterIts:
              Chief
      Executive OfficerMUTUALFIRST FINANCIAL,
      INC./s/ Rosalie
      Petro_________________
              
              /s/ David W. HeeterSecretary
              
              By:
              David
      W. HeeterIts:
              President
      and Chief Executive OfficerEMPLOYEE/s/ Charles J. ViaterCharles
      J. Viater


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