SPECIAL TERMINATION AGREEMENT


         THIS SPECIAL  TERMINATION  AGREEMENT  ("Agreement") is made and entered
into as of this 29th day of April,  1997, by and between Citizens  National Bank
of Madison, a national banking association  (which,  together with any successor
thereto which  executes and delivers the  assumption  agreement  provided for in
Section  11(a)  hereof  or  which  otherwise  becomes  bound  by the  terms  and
provisions of this Agreement by operation of law, is hereinafter  referred to as
the  "Bank"),  and  Robyne J.  Hart,  whose  residence  address is 507 East Main
Street, Madison, Indiana 47250 (the "Employee").

         WHEREAS, the Employee is currently serving as Operations Officer of the
Bank; and

         WHEREAS,  River Valley Bancorp,  an Indiana  corporation  (the "Holding
Company"),  acquired over 95% of the outstanding  shares of capital stock of the
Bank in December, 1996 (the "Acquisition"); and

         WHEREAS,  the Board of Directors of the Bank recognizes that, as is the
case with publicly held corporations  generally,  the possibility of a change in
control of the  Holding  Company  may exist and that such  possibility,  and the
uncertainty and questions which it may raise among management, may result in the
departure or  distraction  of key  management  personnel to the detriment of the
Bank, the Holding Company and its shareholders; and

         WHEREAS,  the Board of Directors of the Bank believes it is in the best
interests of the Bank to enter into this Agreement 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 to her  assigned  duties
without distraction in the face of potentially disruptive  circumstances arising
from the possibility of a change in control of the Holding Company,  although no
such change is now contemplated; 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 1 hereof;

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

         1. TERM OF  AGREEMENT.  The term of this  Agreement  shall be deemed to
have commenced as of the date hereof (the  "Effective  Date") and shall continue
until  February 1, 1998.  Commencing on February 1, 1998, and continuing at each
anniversary date thereafter,  the Board of Directors shall review this Agreement
and, in its  discretion,  may  authorize  extension  thereof  for an  additional
one-year period.


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         2.       PAYMENTS TO THE EMPLOYEE UPON CHANGE IN CONTROL.

          (a) Upon the  occurrence  of a change  in  control  of the Bank or the
Holding   Company  (as  herein  defined)  during  the  term  of  the  Employee's
employment,  followed  at any  time  during  the term of this  Agreement  by the
involuntary  termination of the Employee's employment,  other than for cause, as
defined in Section 2(d) hereof, the provisions of Section 3 shall apply.

         (b) A "change in control" of the Bank or the Holding  Company  shall be
deemed to have occurred if:

                  (i) as a result of, or in connection  with, any initial public
         offering,  tender  offer or exchange  offer,  merger or other  business
         combination,  sale of assets or contested election,  any combination of
         the foregoing transactions, or any similar transaction, the persons who
         were  non-employee  directors of the Bank or the Holding Company before
         such  transaction  cease  to  constitute  a  majority  of the  Board of
         Directors of the Bank or the Holding Company or any successor thereof;

                  (ii) the Bank or the Holding Company  transfers  substantially
         all of its assets to another  corporation  which is not a  wholly-owned
         subsidiary of the Bank or the Holding Company;

                  (iii) the Bank or the Holding Company sells  substantially all
         of the assets of a subsidiary or affiliate  which,  at the time of such
         sale, is the principal employer of the Employee; or

                  (iv) the Bank or the Holding Company is merged or consolidated
         with   another   corporation   and,  as  a  result  of  the  merger  or
         consolidation,  less than  fifty-one  percent (51%) of the  outstanding
         voting securities of the surviving or resulting corporation is owned in
         the aggregate by the former  shareholders of the Bank or of the Holding
         Company.

         (c) The Employee's employment under this Agreement may be terminated at
any  time  by the  Board  of  Directors  of the  Bank.  The  terms  "involuntary
termination" or "involuntarily  terminated" in this Agreement shall refer to the
termination of the employment of Employee  without her express written  consent.
In  addition,  a material  diminution  of or  interference  with the  Employee's
duties,  responsibilities  and benefits shall be deemed and shall  constitute an
involuntary  termination  of employment to the same extent as express  notice of
such  involuntary  termination.  By way of example and not by way of limitation,
any of the following  actions,  if  unreasonable  and materially  adverse to the
Employee,  shall constitute such diminution or interference  unless consented to
in writing by the Employee:  (1) the requirement  that the Employee  perform her
principal  executive  functions  more than  thirty  (30) miles from her  primary
office as of the date of the change in control;  (2) a material reduction in the
Employee's  salary,  perquisites,  contingent  benefits or  vacation  time as in
effect on the date of the change in control as the same may be changed by mutual
agreement from time to time, unless part of an institution-wide  reduction;  (3)
the assignment to the

                                                        -2-

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Employee of duties and responsibilities materially different from those normally
associated with her position as referenced in this Agreement;  or (4) a material
diminution  or  reduction  in  the  Employee's   responsibilities  or  authority
(including  reporting  responsibilities)  in connection with her employment with
the Bank.

         (d) The  Employee  shall  not have the  right  to  receive  termination
benefits  pursuant to Section 3 hereof upon  termination for cause. For purposes
of this Agreement, termination for "cause" shall include termination because of,
in the good  faith  determination  of the Board of  Directors  of the Bank,  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 a law,
rule or regulation  relating to traffic violations or similar offenses) or final
cease-and-desist  order,  or material breach of any provision of this Agreement.
Notwithstanding  the  foregoing,  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), such meeting and the
opportunity  to  be  heard  to be  held  prior  to,  or as  soon  as  reasonably
practicable following, termination, but in no event later than 60 days following
such  termination,  finding  that in the good  faith  opinion  of the  Board the
Employee  was guilty of  conduct  constituting  "cause"  as set forth  above and
specifying the particulars  thereof in detail.  If, following such meeting,  the
Employee is reinstated, she shall be entitled to receive back pay for the period
following termination and continuing through reinstatement.

         (e) If the  Employee's  employment is  involuntarily  terminated by the
Bank,  with or  without  cause,  at any time  after a date  which  is 18  months
following the Acquisition, and upon 90 days written notice to the Employee prior
to the public  announcement  of a change in  control of the Bank or the  Holding
Company,  whether  consummated  or merely  proposed  at the time of such  public
announcement,  the  Employee  shall  not  have  any  right,  by  virtue  of such
involuntary termination, to receive termination benefits under this Agreement.

         3.       TERMINATION BENEFITS.

         (a) If (i) at any time during a period  which  begins on the  Effective
Date and ends 14 months thereafter,  there is an involuntary  termination of the
Employee's  employment,  other than for cause,  whether or not such  termination
occurs  during  the  term of this  Agreement  or (ii)  during  the  term of this
Agreement  there is a change in  control,  and within 12 months  following  such
change  in  control  there  is an  involuntary  termination  of  the  Employee's
employment,  other than for cause, whether or not such termination occurs during
the term of this Agreement,  the Bank shall, in either case, pay to the Employee
in a lump sum in cash within 25  business  days after the date of  severance  of
employment  an amount equal to 100 percent of the  Employee's  "base  amount" of
compensation,  as defined in Section  280G(b)(3) of the Internal Revenue Code of
1986, as amended ("Code").  At the discretion of the Employee,  upon an election
pursuant to Section 3(c) hereof, such payment may

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<PAGE>



be made,  on a pro rata  basis,  semi-monthly  during  the  twelve  (12)  months
following the Employee's termination.

         (b) If (i) at any time during a period  which  begins on the  Effective
Date and ends 14 months thereafter,  there is an involuntary  termination of the
Employee's  employment,  other than for cause,  whether or not such  termination
occurs  during  the  term of this  Agreement  or (ii)  during  the  term of this
Agreement  there is a change in  control,  and within 12 months  following  such
change  in  control  there  is an  involuntary  termination  of  the  Employee's
employment,  other than for cause, whether or not such termination occurs during
the  term of this  Agreement,  the  Bank  shall,  in  either  case,  cause to be
continued life, health and disability  coverage  substantially  identical to the
coverage maintained by the Bank for the Employee prior to her severance. Subject
to applicable federal and state laws, such coverage shall cease upon the earlier
of the Employee's  obtaining similar coverage by another employer or twelve (12)
months from the date of the  Employee's  termination.  In the event the Employee
obtains  new  employment  and  receives  less  coverage  for  life,   health  or
disability,  the Bank shall  provide  coverage  substantially  identical  to the
coverage  maintained  by the Bank for the Employee  prior to  termination  for a
period of twelve (12) months.

         (c) On an annual basis the Employee shall elect  whether,  in the event
amounts are payable under Sections 3(a) hereof,  such amounts shall be paid in a
lump sum or on a pro rata basis. Such election shall be irrevocable for the year
for which such election is made.

         4.       CERTAIN REDUCTION OF PAYMENTS BY THE BANK.

         (a) Anything in this Agreement to the contrary notwithstanding,  in the
event it shall be determined  that any payment or distribution by the Bank to or
for the  benefit of the  Employee  (whether  paid or payable or  distributed  or
distributable  pursuant  to  the  terms  of  this  Agreement  or  otherwise)  (a
"Payment")  would be  nondeductible  (in whole or part) by the Bank for  Federal
income tax  purposes  because of Section  280G of the Code,  then the  aggregate
present value of amounts payable or  distributable  to or for the benefit of the
Employee  pursuant to this  Agreement  (such  amounts  payable or  distributable
pursuant to this Agreement are hereinafter referred to as "Agreement  Payments")
shall be reduced to the Reduced Amount. The "Reduced Amount" shall be an amount,
not less than zero,  expressed in present  value which  maximizes  the aggregate
present  value  of  Agreement   Payments  without  causing  any  Payment  to  be
nondeductible  by the Bank because of Section 280G of the Code.  For purposes of
this Section 4, present value shall be  determined  in  accordance  with Section
280G(d)(4) of the Code.

         (b) All  determinations  required to be made under this Section 4 shall
be made by the Bank's independent  auditors, or at the election of such auditors
by such other firm or individuals  of recognized  expertise as such auditors may
select (such  auditors or, if  applicable,  such other firm or  individual,  are
hereinafter  referred to as the "Advisory Firm"). The Advisory Firm shall within
ten business days of the date of termination of the Employee's employment by the
Bank or the Holding Company  resulting in benefit payments  hereunder (the "Date
of Termination"),  or at such earlier time as is requested by the Bank,  provide
to both the Bank and the Employee an opinion (and

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<PAGE>



detailed  supporting  calculations)  that the Bank has substantial  authority to
deduct for federal income tax purposes the full amount of the Agreement Payments
and that the Employee  has  substantial  authority  not to report on her federal
income  tax return  any  excise  tax  imposed  by Section  4999 of the Code with
respect to the Agreement  Payments.  Any such  determination  and opinion by the
Advisory  Firm shall be binding  upon the Bank and the  Employee.  The  Employee
shall determine  which and how much, if any, of the Agreement  Payments shall be
eliminated  or  reduced  consistent  with the  requirements  of this  Section 4,
provided  that,  if the  Employee  does not make such  determination  within ten
business days of the receipt of the calculations  made by the Advisory Firm, the
Bank shall elect which and how much, if any, of the Agreement  Payments shall be
eliminated or reduced  consistent  with the  requirements  of this Section 4 and
shall notify the Employee  promptly of such election.  Within five business days
of the  earlier  of (i)  the  Bank's  receipt  of the  Employee's  determination
pursuant to the  immediately  preceding  sentence of this  Agreement or (ii) the
Bank's  election  in  lieu of  such  determination,  the  Bank  shall  pay to or
distribute  to or for the benefit of the  Employee  such amounts as are then due
the Employee under this  Agreement.  The Bank and the Employee  shall  cooperate
fully with the Advisory  Firm,  including  without  limitation  providing to the
Advisory  Firm all  information  and  materials  reasonably  requested by it, in
connection with the making of the determinations required under this Section 4.

         (c) As a result of  uncertainty  in  application of Section 280G of the
Code at the time of the initial determination by the Advisory Firm hereunder, it
is possible that Agreement Payments will have been made by the Bank which should
not have been made  ("Overpayment")  or that additional  Agreement Payments will
not have been made by the Bank which should have been made ("Underpayment"),  in
each case,  consistent with the calculations  required to be made hereunder.  In
the event that the  Advisory  Firm,  based upon the  assertion  by the  Internal
Revenue  Service  against the Employee of a deficiency  which the Advisory  Firm
believes has a high  probability of success  determines  that an Overpayment has
been made,  any such  Overpayment  paid or distributed by the Bank to or for the
benefit of Employee  shall be treated for all purposes as a loan ab initio which
the Employee  shall repay to the Bank together  with interest at the  applicable
federal rate provided for in Section 7872(f)(2) of the Code; provided,  however,
that no such loan  shall be  deemed  to have  been  made and no amount  shall be
payable by the  Employee  to the Bank if and to the extent  such deemed loan and
payment  would not either  reduce the amount on which the Employee is subject to
tax under  Section 1 and  Section  4999 of the Code or generate a refund of such
taxes. In the event that the Advisory Firm, based upon controlling  preceding or
other substantial  authority,  determines that an Underpayment has occurred, any
such  Underpayment  shall be promptly  paid by the Bank to or for the benefit of
the Employee together with interest at the applicable  federal rate provided for
in Section 7872(f)(2) of the Code.

         5.       REQUIRED REGULATORY PROVISIONS.

         (a) The Bank may terminate the  Employee's  employment at any time, but
any  termination  by the Bank,  other than a  termination  for cause,  shall not
prejudice the  Employee's  right to  compensation  or other  benefits under this
Agreement. The Employee shall not have the right to

                                                        -5-

<PAGE>



receive  compensation  or other benefits for any period after a termination  for
cause as defined in Section 2(d) hereinabove.

         (b) 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 Federal  Deposit  Insurance Act, 12 U.S. C. ss.
1818 (e)(3) and (g)(1),  the Bank'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,  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 the obligations which were suspended.

         (c)  If  the  Employee  is  removed  from  office  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 Federal Deposit  Insurance Act, 12
U.S.C.  ss.  1818(e)(4)  or  (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 parties shall not be affected.

         (d) If the Bank 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 (d) shall not affect any
vested rights of the parties.

         (e) All obligations  under this Agreement may be terminated,  except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation of the Bank:  (i) by the Office of the  Comptroller  of the
Currency (the "OCC"), or its 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 Federal  Deposit
Insurance Act, 12 U.S.C.  ss. 1823(c),  or (ii) by the OCC, or its designee,  at
the time the OCC or its  designee  approves  a  supervisory  merger  to  resolve
problems  related to operation of the Bank or when the Bank is determined by the
OCC 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.

         6.       REINSTATEMENT OF BENEFITS UNDER SECTION 3.  In the event the
Employee is suspended and/or  temporarily  prohibited from  participating in the
conduct of the Bank's affairs by a notice  described in Section 5(b) hereof (the
"Notice") during the term of this Agreement and a change in control occurs,  the
Bank will  assume its  obligation  to pay and the  Employee  will be entitled to
receive all of the  termination  benefits  provided for under  Section 3 of this
Agreement upon the Bank's receipt of a dismissal of charges in the Notice.

         7.  EFFECT  ON  PRIOR  AGREEMENTS  AND  EXISTING  BENEFIT  PLANS.  This
Agreement  contains  the entire  understanding  between the  parties  hereto and
supersedes any prior agreement between the Bank and the Employee.


                                                        -6-

<PAGE>



         8.       NO ATTACHMENT.

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
the Employee, the Bank and their respective successors and assigns.

         9.       MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

         10. NO MITIGATION.  Except as expressly  provided herein, the amount of
any payment or benefit  provided for in this  Agreement  shall not 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.

         11.      NO ASSIGNMENTS.

         (a) This  Agreement  is  personal to each of the  parties  hereto,  and
neither 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 will 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 3 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.

                                                        -7-

<PAGE>



         (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.

         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,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices to the Bank shall be directed to the attention of the Board of Directors
of the Bank with a copy to the Secretary of the Bank),  or to such other address
as  either  party  may have  furnished  to the other in  writing  in  accordance
herewith.

         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. PARAGRAPH  HEADINGS.  The paragraph 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 an the  arbitrator's  award in any court having
jurisdiction.

         18.  REIMBURSEMENT.  In the event the Bank  purports to  terminate  the
Employee for cause, but it is determined by a court of competent jurisdiction or
by an  arbitrator  pursuant  to  Section  17 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.

                                                        -8-

<PAGE>



         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:                                    CITIZENS NATIONAL BANK OF
                                           MADISON

                                           By: /s/ Robert D. Hoban
Mark A. Goley, Vice President                       Robert D. Hoban, President


                                           Robyne J. Hart

         The undersigned, River Valley Bancorp, sole shareholder of Bank, agrees
that if it shall be determined for any reason that any obligation on the part of
Bank to continue to make any  payments  due under this  Agreement to Employee is
unenforceable for any reason,  River Valley Bancorp agrees to honor the terms of
this  Agreement and continue to make any such payments due hereunder to Employee
or to satisfy any such obligation  pursuant to the terms of this  Agreement,  as
though it were the Bank hereunder.

                                             RIVER VALLEY BANCORP

                                             By: /s/ James E. Fritz
                                                 James E. Fritz, President and
                                                 Chief Executive Officer





                                                        -9-