rvb_8k1119ex41.htm


    Exhibit
4.1

    
 

     

    


    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS.

    


    


    
      	
              Certificate

              Number

              ___

            	
              RIVER
      VALLEY BANCORP

              Incorporated
      Under the Laws of the State of Indiana

            	
              ________

              Shares

               

            
	 
      	
              See
      Reverse for Certain Definitions

            


    

    


    
      	
              This
      Certifies That

            	
              ___________________________________________

               

            	 
      
	
               

              is
      the registered owner of

            	
              _________________________________
      (________)

            	 
      
	 
      	 
      	 
      


    

    


    


    FULLY
PAID AND NONASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES A, WITHOUT PAR VALUE AND WITH A LIQUIDATION PREFERENCE OF $1,000
PER SHARE, OF

    


    River
Valley Bancorp transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are subject to the provisions of
the Articles of Incorporation, all amendments thereto, and the Code of By-Laws
of the Corporation, and to the rights, preferences and voting powers of the
Preferred Stock of the Corporation now or hereafter outstanding; the terms of
all such provisions, rights, preferences and voting powers being incorporated
herein by reference.

    


    Witness the signatures of the
duly authorized officers of the Corporation.

    


    
      	
              DATED:
      November 19, 2009

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Matthew
      P. Forrester, President and Chief Executive Officer

            	 
      	
              Lonnie
      D. Collins, Secretary

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    THE
ARTICLES OF INCORPORATION OF THE CORPORATION PROHIBIT CERTAIN PERSONS FROM
ACQUIRING THE BENEFICIAL OWNERSHIP OF MORE THAN 10% OF ANY CLASS OF COMMON STOCK
OF THE CORPORATION. A COPY OF THESE ARTICLES OF INCORPORATION WILL BE FURNISHED,
WITHOUT CHARGE, TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.

    


    A FULL
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS
APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES,
AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF
DIRECTORS TO DETERMINE VARIATIONS OF FUTURE SERIES) OF SHARES THAT THE
CORPORATION IS AUTHORIZED TO ISSUE WILL BE FURNISHED, WITHOUT CHARGE, TO ANY
SHAREHOLDER UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION.

    


    


    
      	
              The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

               

              TEN
      COM-                      
      as tenants in common

              TEN
      ENT--                      as
      tenants by the entireties

              JT
      TEN--                      as
      joint tenants with rights of survivorship and not as tenants in
      common

              UNIF GIFT

              MIN

              ACT--                      ________________                                           Custodian                          _______________

                       (Cust)                                                              (Minor)

               

               

              under Uniform Gift to Minors
      Act

              ____________________________________________________________

              (State)

               

              UNIF TRF MIN ACT ______________
      Custodian (until age _____) _______________

                       (Cust)                                                               (Minor)

               

              under Uniform Transfers to
      Minors Act

              ____________________________________________________________

              (State)

               

              Additional
      abbreviations may also be used though not in the above
    list.

            


    

    


     

    For Value
Received, _________________________ hereby sell, assign and transfer
unto

    


    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     

     

      
        

      

    

     

    (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE)

     

    
      
        

      

    

     

    
      
        

      

       

       

      
        
          	
                   

                	
                  shares

                
	
                  of
      the capital stock represented by the within Certificate, and do hereby
      irrevocably constitute and appoint

                	 
      
	 
      	
                  Attorney

                
	
                  to
      transfer the said stock on the books of the within named Corporation with
      full power of substitution in the premises.

                	 
      


        

      

    

     

    Dated:
___________20____

     

    
      
        

      

    

    Signature:

     

    
      
        

      

    

    Signature:

    


    
      	 
      	 
      	
              NOTE:
      THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
      UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION
      OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

            
	
              SIGNATURE(S)
      GUARANTEED:

               

              THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions)
      WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
      PURSUANT TO SEC RULE 17Ad-15.