MFB FINANCIAL SALARY CONTINUATION AGREEMENT

1.1

“ Accrual Balance ” means the liability that should be accrued by the Bank, under generally accepted accounting principles (“GAAP”), for the Bank’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate.  Unless otherwise specified herein, any one of a variety of amortization methods may be used to determine the Accrual Balance.  However, once chosen, the method must be consistently applied.

1.2

“ Beneficiary ” means each designated person or entity, or the estate of the deceased Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4.

1.3

“ Beneficiary Designation Form ” means the form established from time to time by the Plan Administrator that the Executive completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

1.4

“ Board ” means the Board of Directors of the Bank as from time to time constituted.

1.5

“ Change in Control ” shall mean any of the following:

(i)

a change in the ownership of the Bank or the MFB Corp., 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 MFB Corp. 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 MFB Corp..  Such acquisition may occur as a result of a merger of the MFB Corp. or the Bank into another entity which pays consideration for the shares of capital stock of the merging MFB Corp. 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 MFB Corp., 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 MFB Corp. (or to cause a change in the effective control of the Bank or the MFB Corp. (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 MFB Corp. 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 MFB Corp. (or issuance of stock of the Bank or the MFB Corp.) and stock in the Bank or the MFB Corp. remains outstanding after the transaction.

(ii)

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

2)

the date a majority of members of the MFB Corp.’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 MFB Corp.’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 MFB Corp.

(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;

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 (iii).

(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 MFB Corp.; 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 MFB Corp. where the Bank or the MFB Corp. is the surviving corporation.

1.6

“ Code ” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance thereunder, including such regulations and guidance as may be promulgated after the Effective Date.

1.7

“ Disability ” means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Bank.  Medical determination of Disability may be made by either the Social Security Administration or by the provider of disability insurance covering employees or directors of the Bank provided that the definition of “disability” applied under such insurance program complies with the requirements of the preceding sentence.  Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration’s or the provider’s determination.

1.8

“ Discount Rate ” means the rate used by the Plan Administrator for determining the Accrual Balance.  The initial Discount Rate is six percent (6.0%).  However, the Plan Administrator, in its discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP and/or applicable bank regulatory guidance.

1.9

“ Early Termination ” means the Executive’s Separation from Service before attainment of Normal Retirement Age except when such Separation from Service occurs within twenty-four (24) months following a Change in Control, as a result of a Termination for Cause, or as a result of Executive’s voluntary Separation from Service as a result of his resignation.

1.10

“ Effective Date ” means September 18, 2007.

1.11

“ Normal Retirement Age ” means the Executive’s age sixty (60).

1.12

“ Plan Administrator ” means the Board or such committee or person as the Board shall appoint.

1.13

“ Plan Year ” means each twelve (12) month period commencing on September 1 and ending on August 31 of each year.  The initial Plan Year shall commence on the Effective Date of this Agreement and end on the following August 31.

1.14

“ Separation from Service means termination of the Executive’s employment   with the Bank for reasons other than death or Disability.  Whether a Separation from Service has occurred is determined in accordance with the requirements of Code Section 409A  based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date or that the Executive would continue to provide services after such date (whether as an employee or as an independent contractor) at an annual rate that is less than fifty percent (50%) of the bona fide services performed (whether as an employee or an independent contractor) during the immediately preceding twelve (12) month period.

1.15

“ Specified Employee ” means an employee who at the time of Separation from Service is a key employee of the Bank or MFB Corp., if any stock of the Bank or MFB Corp. is publicly traded on an established securities market or otherwise.  For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”).  If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

1.16

“ Termination for Cause ” means Separation from Service for: (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.

2.1

Normal Retirement Benefit .  Upon Separation from Service after attaining Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1

Amount of Benefit .  The benefit under this Section 2.1 is an Accrual Balance needed to support an annual payment for fifteen (15) years of Sixty Thousand Dollars ($60,000) beginning at Normal Retirement Age.  For every Plan Year or portion thereof from Normal Retirement Age until Separation from Service, the Accrual Balance shall be increased by the Discount Rate.

2.1.2

Distribution of Benefit .  The Bank shall distribute the benefit to the Executive in one hundred eighty (180) equal monthly installments commencing on the first day of the month following Separation of Service.

2.2

Resignation .  If Executive resigns resulting in a voluntary Separation from Service, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1

Amount of Benefit .  The benefit under this Section 2.2 is the one hundred percent (100%) of the Accrual Balance determined as of the end of the month preceding Separation from Service.

2.2.2

Distribution of Benefit .  The Bank shall distribute the benefit to the Executive in thirty-six (36) equal monthly installments commencing within sixty (60) days following Separation from Service.

2.3

Early Termination Benefit .  If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.3.1

Amount of Benefit .  The benefit under this Section 2.3 is the present value of one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1, computed using the actuarial factors that would be used to compute the present value of benefits under § 280G of the Code.

2.3.2

Distribution of Benefit .  The Bank shall distribute the benefit to the Executive in thirty-six (36) equal monthly installments commencing within sixty (60) days following Separation from Service.

2.4

Disability Benefit .   If the Executive experiences a Disability prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

2.4.1

Amount of Benefit .   The benefit under this Section 2.3 is one hundred percent (100%) of the Accrual Balance determined as of the end of the month preceding such Disability.

2.4.2

Distribution of Benefit .  The Bank shall distribute the benefit to the Executive in one hundred eighty (180) equal monthly installments commencing on the first  day of the month following determination of Disability.

2.5

Change in Control Benefit .  If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.5.1

Amount of Benefit .   The benefit under this Section 2.4 is the present value of one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1, computed using the actuarial factors that would be used to compute the present value of benefits under § 280G of the Code.

2.5.2

Distribution of Benefit .   The Bank shall distribute the benefit to the Executive in a lump sum within sixty (60) days following Separation