AGREEMENT AND PLAN OF REORGANIZATION


         This  AGREEMENT AND PLAN OF  REORGANIZATION,  dated as of September 26,
1997, is made by and among River Valley Bancorp  ("RVB"),  a unitary savings and
loan holding company and a bank holding  company,  Madison First Federal Savings
and Loan Association,  a federal savings and loan association ("First Federal"),
and Citizens National Bank of Madison, a national banking association ("CNB").

                                   WITNESSETH:

         WHEREAS,  RVB,  First  Federal and CNB have agreed to the merger of CNB
into First  Federal in  accordance  with federal law on the terms and subject to
the conditions set forth herein (the "Merger");

         WHEREAS,  the  parties  desire to  provide  for  certain  undertakings,
conditions,  representations,  warranties  and covenants in connection  with the
transactions contemplated hereby; and

         WHEREAS,  the Boards of  Directors of RVB,  First  Federal and CNB have
determined  that the Merger,  upon the terms and  conditions of this  Agreement,
will be in the  best  interests  of the  parties  hereto  and  their  respective
shareholders.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements herein contained, the parties hereby agree as follows:


                                    ARTICLE I

                                     Merger

         Section 1.01.  Surviving  Bank.  At the  Effective  Time (as defined in
Section 4.02  hereof),  CNB shall be merged with and into First  Federal,  which
shall be the  surviving  bank of the Merger and which  shall  change its name to
"River Valley Financial Bank" at the time of the Merger (the "Surviving  Bank").
At the Effective  Time,  the identity and separate  existence of CNB shall cease
and all of the rights, privileges,  powers, purchases,  properties and assets of
CNB  shall be vested in First  Federal  in  accordance  with the  provisions  of
federal  law. The home office and branch  offices of First  Federal in existence
immediately prior to the Effective Time shall continue to be the home office and
branch  offices,  respectively,  of First  Federal from and after the  Effective
Time,  and the home  office  and branch  offices of CNB shall  become the branch
offices of First Federal from and after the Effective Time.

         Section 1.02.  Conversion of CNB Common.  Subject to the fulfillment of
the  conditions set forth in Article IV at the Effective Time and subject to the
exercise of  dissenters'  rights as provided in Section  1.09  hereof,  (1) each
outstanding share of common stock, $8.00 par value per share, of

                                                        -1-

<PAGE>



CNB  ("CNB  Common")  held  by  shareholders  of  CNB  other  than  RVB  or  its
subsidiaries  ("Minority  CNB  Common")  shall be  converted  into the  right to
receive  $30.00 in cash,  payable by RVB (the "Merger  Consideration"),  and (2)
each of the shares of CNB Common held by RVB and its subsidiaries ("Majority CNB
Common") shall be cancelled.

         Section  1.03.  Charter;  By-Laws.  The Charter of First  Federal as in
effect  immediately prior to the Effective Time, shall thereafter be the Charter
of the Surviving  Bank until amended in  accordance  with federal law;  provided
that Section 1 of such Charter shall be amended as of the Effective Time to read
as follows:

          "Corporate Title. The full corporate title of the association is River
          Valley Financial Bank."

The By-Laws of First  Federal as in effect  immediately  prior to the  Effective
Time shall be the ByLaws of the Surviving Bank, until amended or repealed.

         Section 1.04. Directors and Officers. The officers of First Federal and
of CNB immediately  prior to the Effective Time listed on Exhibit A hereto shall
thereafter be the officers of the Surviving  Bank,  each to serve or hold office
until his successor  shall have been duly  appointed or elected and qualified in
accordance  with the Charter and By-Laws of the Surviving Bank. The directors of
First  Federal,  immediately  prior to the Effective  Time,  listed on Exhibit B
hereto shall thereafter be the directors of the Surviving Bank, each to serve or
hold office until his  successor  shall have been duly  appointed or elected and
qualified in accordance with the Charter and By-Laws of the Surviving Bank. Upon
the Effective Time, Burton P. Chambers,  Van E. Shelton and Ralph E. Storm shall
be elected advisory directors of the Surviving Bank, with annual terms to expire
one year after the Effective Time, and shall each be paid monthly  advisory fees
of $125.00.

         Section 1.05.  Liquidation Account. The Surviving Bank will continue to
maintain  the  liquidation  account or  accounts  established  pursuant to First
Federal's  conversion  to the stock  form of  ownership  on the same basis as in
effect immediately prior to the Effective Time.

         Section 1.06. Deposits. All deposits of First Federal and of CNB shall,
upon the Effective  Time, be and remain  deposits of the Surviving  Bank without
change in their respective terms, interest rates,  maturities,  minimum required
balances or withdrawal values.

         Section 1.07.  Exchange of Minority CNB Common.

         (a) No later than five (5) business  days after the  Effective  Time of
the Merger,  holders of record of certificates  formerly  representing shares of
Minority  CNB  Common  other  than  shares  as to which the  dissenters'  rights
contemplated  by Section 1.09 hereof are  exercised  ("Dissenting  Shares") (the
"Certificates")  shall  be  instructed  to  tender  such  Certificates  to First
Federal,  as  Exchange  Agent (the  "Exchange  Agent"),  pursuant to a letter of
transmittal that RVB shall deliver

                                                        -2-

<PAGE>



or cause to be delivered to such  holders.  Such  letters of  transmittal  shall
specify  that  risk of loss and  title to  Certificates  shall  pass  only  upon
delivery of such Certificates to the Exchange Agent.

         (b)  After  the  Effective  Time  of  the  Merger,  each  holder  of  a
Certificate  that surrenders  such  Certificate to the Exchange Agent will, upon
acceptance  thereof by RVB or the  Exchange  Agent,  be  entitled to receive the
Merger  Consideration,  which shall be paid promptly (but in no event later than
five business days) after  acceptance of such  Certificate.  RVB or the Exchange
Agent,  as the case may be,  shall  notify  such  holder  of its  acceptance  or
non-acceptance of such Certificate  within five (5) business days of its receipt
of such Certificate.  Any notice of non-acceptance  shall include a statement of
the reasons therefor.

         (c) The Exchange Agent shall accept  Certificates  upon compliance with
such reasonable  terms and conditions as RVB or the Exchange Agent may impose to
effect an  orderly  exchange  thereof  in  accordance  with  customary  exchange
practices.  Certificates shall be appropriately  endorsed or accompanied by such
instruments of transfer as RVB or the Exchange Agent may require.

         (d) After the Effective Time of the Merger, holders of Certificates for
outstanding  shares of  Minority  CNB Common  shall  cease to have  rights  with
respect to the Minority CNB Common previously  represented by such Certificates,
and their sole rights  shall be to  exchange  such  Certificates  for the Merger
Consideration. After the Effective Time of the Merger, there shall be no further
transfer on the records of CNB of  Certificates,  and if such  Certificates  are
presented to CNB for transfer,  they shall be canceled  against  delivery of the
Merger  Consideration.  RVB and the  Exchange  Agent shall not be  obligated  to
deliver the Merger Consideration to any holder of Minority CNB Common until such
holder  surrenders the  Certificates  as provided  herein.  Neither the Exchange
Agent,  nor any party to this  Agreement,  nor any  affiliate  thereof  shall be
liable to any holder of Minority CNB Common  represented by any  Certificate for
any  consideration  paid to a public official  pursuant to applicable  abandoned
property,  escheat or similar laws. RVB and the Exchange Agent shall be entitled
to rely upon the stock  transfer books of CNB to establish the identity of those
persons  entitled to receive  consideration  specified in this Agreement,  which
books shall be conclusive with respect  thereto.  In the event of a dispute with
respect  to  ownership  of stock  represented  by any  Certificate,  RVB and the
Exchange Agent shall be entitled to deposit any consideration in respect thereof
in escrow with an  independent  third  party and  thereafter  be  relieved  with
respect to any claims thereto.

         Section 1.08. No Conversion of RVB Shares or Majority CNB Common.  None
of the issued and outstanding shares of common stock,  without par value, of RVB
immediately prior to the Effective Time shall be converted or otherwise affected
by the Merger, and as of the Effective Time, all of such RVB shares shall remain
issued and outstanding shares of common stock of RVB.

         Section 1.09.  Dissenters'  Rights. The parties hereto will comply with
their  respective  duties under the National  Bank Act governing the exercise of
dissenters' rights by holders of CNB Common.

                                                        -3-

<PAGE>




                                   ARTICLE II

                         Representations and Warranties

         Section 2.01.  Representations and Warranties of RVB and First Federal.
RVB and First Federal represent and warrant to CNB the following:

         (i)      Organization,  Authority  and Good  Standing  of RVB and First
                  Federal.  RVB is a  corporation  duly  organized  and  validly
                  existing  under  the  laws of the  State of  Indiana,  has all
                  requisite  power and  authority  (corporate  and other) to (i)
                  enter  into this  Agreement  and to  perform  the  obligations
                  hereunder  and  thereunder  on its part to be performed and to
                  (ii) own,  operate  and lease its  properties  and conduct its
                  business as currently  conducted.  First  Federal is a federal
                  savings  bank  validly  existing  under  federal  law, has all
                  requisite  power and  authority  (corporate  and other) to (i)
                  enter  into this  Agreement  and to  perform  the  obligations
                  hereunder  and  thereunder  on its part to be performed and to
                  (ii) own,  operate  and lease its  properties  and conduct its
                  business as currently conducted.

         (ii)     Authorization.  The execution and delivery of this  Agreement,
                  and the  performance  by RVB and by  First  Federal  of  their
                  respective obligations  hereunder,  have been duly and validly
                  authorized by all  necessary  corporate  actions,  except that
                  RVB,  as the  sole  shareholder  of First  Federal  and as the
                  majority shareholder of CNB, must vote in favor of the Merger.
                  This Agreement has been duly executed and delivered by RVB and
                  First Federal and (assuming due  authorization,  execution and
                  delivery by CNB) constitutes a valid,  binding and enforceable
                  obligation  of RVB and First  Federal,  subject to  applicable
                  bankruptcy,  insolvency and similar laws  affecting  creditors
                  rights  generally,  and  subject,  as  to  enforceability,  to
                  general  principles  of  equity.   This  Agreement,   and  the
                  transactions  contemplated hereby, do not require any consent,
                  approval  or  authorization  of,  or  declaration,  filing  or
                  registration  with, any  governmental or regulatory  authority
                  except as contemplated by Section 3.01(a) hereof.

         (iii)    RVB's  Financial  Statements.   Each  of  the  balance  sheets
                  included in RVB's consolidated audited financial statements as
                  of  December  31,  1996,  which  have  been  provided  to  CNB
                  (including  the related  notes and  schedules)  (the "RVB 1996
                  Financial  Statements") fairly presents the financial position
                  of the entity or  entities  to which it relates as of its date
                  and each of the  statements  of earnings and of  stockholders'
                  equity, and statements of cash flows in the RVB 1996 Financial
                  Statements  fairly  presents  the  results of  operation,  and
                  changes in equity capital,  as the case may be, of RVB for the
                  periods set forth therein.  The RVB 1996 Financial  Statements
                  were prepared in accordance with generally accepted accounting
                  principles  consistently  applied,  except  as  may  be  noted
                  therein. Except as set forth

                                                        -4-

<PAGE>



                  in the RVB 1996  Financial  Statements,  RVB does not have any
                  indebtedness,   obligation   or   liability   (contingent   or
                  otherwise)  that,  either  alone  or when  combined  with  all
                  similar  obligations or liabilities,  would be material to RVB
                  taken  as  a  whole,  and  there  does  not  exist  a  set  of
                  circumstances  that, to the knowledge of RVB, could reasonably
                  be  expected  to  result  in any such  material  indebtedness,
                  obligation or liability.  Since  December 31, 1996,  there has
                  not  been  any  material   adverse  change  in  the  business,
                  operations, prospects or financial condition of RVB other than
                  the  previously  reported  charges  resulting from the sale by
                  First Federal of its Hanover, Indiana branch.

         Section 2.02. Representations and Warranties of CNB. CNB represents and
warrants to RVB and First Federal the following:

         (i)      Organization,  Authority  and Good  Standing of CNB.  CNB is a
                  national  banking   association  duly  organized  and  validly
                  existing  under  federal  law,  has all  requisite  power  and
                  authority  (corporate  and  other)  to  (i)  enter  into  this
                  Agreement and to perform the obligations hereunder on its part
                  to be  performed  and to  (ii)  own,  operate  and  lease  its
                  properties and conduct its business as currently conducted.

         (ii)     Capital Stock.  The authorized and issued capital stock of CNB
                  on the date of this Agreement  consists of 200,000 and 177,654
                  shares of CNB Common, respectively. RVB is the record owner of
                  173,478  outstanding  shares  of  CNB  Common  Stock  and  the
                  remaining  4,176  shares  are  owned  by 126  shareholders  of
                  record. Each issued and outstanding share of the capital stock
                  of CNB is duly and validly  authorized and issued and is fully
                  paid and  nonassessable  and is not subject to any restriction
                  on transfer  under the Articles of  Association  or By-Laws of
                  CNB.  CNB has not issued or  granted  nor is it a party to any
                  outstanding warrants, options, rights, calls or commitments of
                  any kind relating to, or any presently effective agreements or
                  understandings  with  respect  to, the  capital  stock of CNB.
                  CNB's capital stock is not subject to any preemptive  right of
                  any shareholder.

         (iii)    Authorization.  The execution and delivery of this  Agreement,
                  and the performance by CNB of its obligations  hereunder,  has
                  been duly and validly  authorized by all  necessary  corporate
                  action on its part,  except  that the Merger  must be approved
                  and adopted by CNB's shareholders, as provided in Section 3.02
                  hereof. This Agreement has been duly executed and delivered by
                  CNB and (assuming due authorization, execution and delivery by
                  First  Federal  and  RVB)  constitutes  a valid,  binding  and
                  enforceable   obligation   of  CNB,   subject  to   applicable
                  bankruptcy,  insolvency and similar laws  affecting  creditors
                  rights  generally,  and  subject,  as  to  enforceability,  to
                  general  principles  of  equity.   This  Agreement,   and  the
                  transactions  contemplated hereby, do not require any consent,
                  approval  or  authorization  of,  or  declaration,  filing  or
                  registration  with, any  governmental or regulatory  authority
                  except as contemplated by Section 3.01(a) hereof.

                                                        -5-

<PAGE>



         (iv)     CNB's  Financial  Statements.   Each  of  the  balance  sheets
                  included  in  CNB's  Call  Report  filed  with  Office  of the
                  Comptroller  of the Currency as of December  31,  1996,  which
                  have  been   provided   to  RVB  (the   "CNB  1996   Financial
                  Statements")  fairly  presents the  financial  position of the
                  entity to which it relates as of its date,  and the results of
                  operation and changes in equity  capital,  as the case may be,
                  of the entity to which it relates  for the  periods  set forth
                  therein.  Except  as set  forth  in  the  CNB  1996  Financial
                  Statements, CNB does not have any indebtedness,  obligation or
                  liability (contingent or otherwise) that, either alone or when
                  combined with all similar obligations or liabilities, would be
                  material  to CNB taken as a whole,  and there does not exist a
                  set of  circumstances  that,  to the  knowledge of CNB,  could
                  reasonably   be  expected  to  result  in  any  such  material
                  indebtedness,  obligation  or  liability.  Since  December 31,
                  1996,  there has not been any material  adverse  change in the
                  business, operations, prospects or financial condition of CNB.


                                   ARTICLE III

                                    Covenants

         Section  3.01.  Joint  Covenants.  Each of RVB,  First  Federal and CNB
covenants and agrees with the other as follows:

         (a)  Regulatory  Approvals.   It  shall  each  use  its  best  efforts,
separately and jointly with the other parties, in good faith to take or cause to
be taken  all such  steps as shall be  necessary  or  advisable  to  obtain  all
consents and  approvals of  governmental  authorities  as are required by law or
otherwise to effect the Merger,  including without limitation the prior approval
of the Office of Thrift  Supervision  (the "OTS") and prior  notification to the
Office of the Comptroller of the Currency (the "OCC"),  and shall do any and all
acts and things  reasonably  necessary or advisable in order to cause the Merger
to be  consummated  on the terms  provided  in this  Agreement  as  promptly  as
practicable;  provided,  however,  that  RVB and  First  Federal  shall  have no
obligation to accept  conditions or  restrictions  with respect to the aforesaid
approvals of governmental  authorities if such conditions or restrictions  would
have a  material  adverse  effect  on the  business,  operations,  prospects  or
financial condition of RVB or First Federal or would be materially burdensome to
RVB or First Federal; provided, further, that RVB or First Federal and CNB agree
to prepare  jointly  the  required  application  for  approval  by the OTS;  and
provided,  further that the Merger  shall not be effective  unless and until the
Merger receives any necessary approval from the OTS.

         (b)  Consents.  It will use its best  efforts to obtain as  promptly as
practicable (and in any event prior to the Closing (as hereinafter defined)) all
consents or waivers  that may be required  under any loan or other  agreement or
document to which it or any of its  subsidiaries  is a party,  or by which it or
any of its  subsidiaries  is bound,  and such other consents as are necessary or
advisable in connection with the Merger.


                                                        -6-

<PAGE>



         Section  3.02.  Covenants of CNB. CNB will take all steps  necessary to
duly call,  give notice of,  convene and hold a meeting of its  shareholders  as
soon as practicable  for the purpose of obtaining  shareholder  approval of this
Agreement and the Merger,  including,  without  limitation,  the preparation and
distribution of proxy  soliciting  materials to be mailed to the shareholders of
CNB in connection  therewith in accordance with any applicable  federal or state
laws  relating  to the  solicitation  of  proxies  for use at  such  shareholder
meeting.  CNB will use its best efforts to cause such shareholder  meeting to be
held no later than  twenty (20) days from the date the last  necessary  approval
from the OTS is expected to be  received.  Such proxy  materials  will include a
recommendation  by the Board of  Directors of CNB that the  shareholders  of CNB
approve this Agreement and Merger.

         Section 3.03.  Covenants of RVB.

         (a) Dissenting  Shareholders,  Appraisal Rights. To the extent required
by law, RVB will comply with all applicable notification and other provisions of
any applicable  regulations or statutes  regarding the right of CNB shareholders
to demand payment of the fair or appraised value of Dissenting Shares.

         (b) RVB Shareholder Approval. RVB, as sole shareholder of First Federal
and as majority shareholder of CNB, shall vote in favor of the Merger.

         (c)  Indemnification.  For six (6) years  following the Effective Time,
RVB shall  indemnify,  defend and hold  harmless the  directors of CNB as of the
Effective Time against all losses, expenses (including attorneys' fees), claims,
damages or liabilities arising out of actions or omissions occurring on or prior
to  the  Effective  Time  (including,   without  limitation,   the  transactions
contemplated by this  Agreement),  to the full extent permitted for directors of
RVB by RVB's Articles of Incorporation  in effect on the date hereof,  including
provisions  relating  to  advances  of  expenses  incurred in the defense of any
action or suit.


                                   ARTICLE IV

                          Conditions Precedent; Closing

         Section  4.01.   Conditions  to  RVB's,   First   Federal's  and  CNB's
Obligations.  The  obligations  of RVB,  First Federal and CNB to consummate the
Merger in accordance  with this Agreement are subject to the  satisfaction on or
prior to the  Closing  of each of the  following  conditions  precedent,  unless
waived by each of RVB,  First  Federal and CNB in  accordance  with Section 6.04
hereof:

         (a) Representations,  Warranties and Covenants. The representations and
warranties of RVB, First Federal and CNB set forth in Article II hereof shall be
true in all material respects as of the Closing,  and RVB, First Federal and CNB
each shall have complied with or performed all of the

                                                        -7-

<PAGE>



agreements, covenants and obligations hereunder required to be performed by them
as of the Closing.

         (b) Shareholders and Director Approvals. The approvals of the Boards of
Directors  of RVB,  First  Federal and CNB and the  approvals of CNB's and First
Federal's  shareholders  specified in Sections  3.02 and 3.03(b) shall have been
obtained.

         (c)  Regulatory  Approval.  All  regulatory  approvals,  including  the
approval of the OTS,  necessary for  consummation  of the Merger shall have been
obtained and be in force.

         (d) Adverse  Litigation.  No action, suit or proceeding shall have been
instituted  or  threatened  against RVB,  First Federal and CNB by or before any
court or  governmental  agency to restrain or prohibit,  or to obtain damages in
respect  of, or which is related to or arising  out of,  this  Agreement  or the
consummation of the transactions contemplated hereby.

         (e)  Consents.  RVB,  First  Federal  and CNB shall have  obtained  all
consents referred to in Section 3.01(b) hereof and shall have delivered executed
copies thereof to the other party in form and content reasonably satisfactory to
such other party.

         (f) Tax  Opinion.  RVB,  First  Federal and CNB shall have  received an
opinion of RVB's counsel,  Barnes & Thornburg,  to the effect that if the Merger
is consummated in accordance with terms set forth in this Agreement,  the Merger
will constitute a reorganization  within the meaning of  ss.368(a)(1)(A)  of the
Internal Revenue Code of 1986, as amended (the "Code").

         (g) RP Financial,  LC. CNB will have obtained a current  appraisal from
RP  Financial,  LC., its  independent  financial  advisor,  for the Minority CNB
Common indicating that its fair value is equal to $21.50 per share.

         Section 4.02.  Closing.  Subject to the  satisfaction of the conditions
precedent  specified in Section  4.01 hereof and on the terms set forth  herein,
the Closing of the Merger  shall take place at the offices of Barnes & Thornburg
at 10:00  a.m.  local  time on the  later of the  date on  which  the  approvals
specified in Section  4.01(c) have become  effective and the date upon which the
shareholder  approvals specified in Sections 3.02 and 3.03(b) have been obtained
(or at such  other  place and on such  other  date and time as the  parties  may
agree) (the "Closing").  At the Closing,  the parties shall execute  appropriate
articles of combination and such other  documents as may be deemed  necessary or
advisable in the opinion of RVB and CNB to effectuate the Merger. As promptly as
practicable   at  or  after  the   Closing,   the  parties   shall  cause  their
representatives  to file such articles of combination  with the Office of Thrift
Supervision  and to take  such  other  actions  as may be  deemed  necessary  or
advisable in the opinion of RVB to effectuate the Merger. The parties shall make
every effort to close the Merger on November 22, 1997. The  "Effective  Time" of
the Merger shall be the time stated in the Articles of  Combination  to be filed
with the Office of Thrift Supervision with respect to the Merger.


                                                        -8-

<PAGE>





                                    ARTICLE V

                                   Termination

         Section 5.01. Termination. Notwithstanding the adoption and approval of
the Merger by the  shareholders  of First Federal and CNB, this Agreement may be
terminated:

         (a) at any time  prior to the  Closing,  by the  mutual  consent of the
boards of directors of RVB and CNB;

         (b) at any time prior to the Closing, by RVB or CNB if there shall have
been a final  judicial  determination  (as to which all periods for appeal shall
have expired and no appeal shall be pending) that any material provision of this
Agreement is illegal, invalid or unenforceable;

         (c) at any time on or after  November 30, 1997, by RVB or First Federal
if the Closing shall not then have occurred; or

         (d) by RVB or First Federal when it becomes reasonably certain that any
condition  precedent to such party's  obligations set forth in Article IV hereof
cannot be satisfied on or prior to November 30, 1997;

In the event that either RVB or First Federal  elects to effect any  termination
pursuant to clauses (b) through (d) above,  it shall give written  notice to the
other party hereto specifying the basis for such termination.

         Section 5.02. Expenses. Except as otherwise provided herein, whether or
not this Agreement  terminates  under Section 5.01, each party to this Agreement
shall bear its own costs and expenses (including,  without limitation, legal and
accounting  fees and expenses) of the  preparation,  negotiation,  execution and
consummation of the Agreement and the transactions contemplated hereby.


                                   ARTICLE VI

                         Other Agreements of the Parties

         Section  6.01.  Covenants,  Etc,  To Survive and Bind.  All  covenants,
agreements,  warranties and  representations  made herein or in any certificates
delivered in connection  with the Closing by or on behalf of RVB,  First Federal
or CNB shall bind RVB, First Federal and CNB, respectively,  and such covenants,
agreements, warranties and representations shall survive the execution and

                                                        -9-

<PAGE>



delivery of this  Agreement  or any  investigation  made by or on behalf of RVB,
First Federal or CNB but shall not survive the Closing.

         Section 6.02. Notices. All notices and other communications required or
permitted  to be given  under this  Agreement  shall be in writing  and shall be
effective only if delivered  personally or sent by confirmed telex,  telegram or
facsimile transmission, or by certified mail, postage prepaid and return receipt
requested, as follows:

         If to RVB or First Federal:

         River Valley Bancorp
         303 Clifty Drive
         P.O. Box 626
         Madison, Indiana 47250

         Copy to:

         Claudia V. Swhier, Esq.
         Barnes & Thornburg
         11 South Meridian Street
         Indianapolis, Indiana 46204

         If to CNB:

         Citizens National Bank of Madison
         430 Clifty Drive
         P.O. Box 1590
         Madison, Indiana 47250

         Copy to:

         John C. Eckert, Esq.
         Eckert, Alcorn, & Goering
         One West Sixth
         Madison, Indiana 47250

or to such other address as any party to this Agreement  shall specify by notice
to the other  party or  parties,  and shall be  deemed to have been  given  upon
receipt.

         Section  6.03.  Assignment:  Binding  Effect;  Benefits.  Neither  this
Agreement nor any right,  remedy,  obligation or liability  arising hereunder or
thereunder  or by reason  hereof or thereof  shall be assignable by any party to
this Agreement without the prior written consent of the other party hereto. This
Agreement shall be binding upon and inure to the benefit of the parties to this

                                                       -10-

<PAGE>



Agreement  and  their  respective  successors  and  permitted  assigns.  Nothing
expressed or referred to in this  Agreement is intended or shall be construed to
give any person  other than the parties to this  Agreement  or their  respective
successors or permitted  assigns any legal or equitable  right,  remedy or claim
under or in respect  of this  Agreement  or any  provision  contained  herein or
therein,  it being the  intention  of the  parties to this  Agreement  that this
Agreement  is for  the  sole  and  exclusive  benefit  of such  parties  or such
successors and assigns and for the benefit of no other person.

         Section 6.04.  Waiver; Amendment.

         (a) The parties may by an  instrument  in writing  executed in the same
manner as this Agreement:  (i) extend the time for the performance of any of the
agreements of the other party under this  Agreement;  (ii) waive the performance
by the other party of any of the  agreements  to be  performed  by it under this
Agreement;  or (iii) waive the  satisfaction or fulfillment of any condition the
nonsatisfaction  or  nonfulfillment  of which is a condition to the right of the
party so waiving to terminate this Agreement.  The waiver by any party hereto of
a breach of any provision of this Agreement shall not operate or be construed as
a waiver of any other or subsequent breach hereunder or thereunder.

         (b) This  Agreement  may be amended,  modified or  supplemented  by the
written  agreement  of RVB,  First  Federal  and CNB,  except  that,  after this
Agreement is approved by shareholders  of CNB, no such amendment,  modification,
or supplement shall be made which shall result in an increase or decrease in the
consideration for Minority CNB Common or which shall materially adversely affect
the rights of shareholders of First Federal or CNB,  without the approval of the
affected shareholders of First Federal or CNB.

         Section 6.05.  Counterparts.  This  Agreement may be executed in one or
more  counterparts  each of which shall be deemed to  constitute an original and
shall become  effective when one or more  counterparts  have been signed by each
party hereto and delivered to the other party.

         Section 6.06.  Governing Law.  Except to the extent governed by federal
law, this  Agreement  shall be governed by and construed in accordance  with the
laws of the State of Indiana without giving effect to conflict of law principles
thereof.

         IN WITNESS  WHEREOF,  this  Agreement  has been executed by the parties
hereto on the day and year first above written.


                                    RIVER VALLEY BANCORP


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

                                      -11-

<PAGE>




                                    MADISON FIRST FEDERAL SAVINGS
                                    AND LOAN ASSOCIATION


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


                                    CITIZENS NATIONAL BANK OF MADISON


                                    By:   /s/ Robert D. Hoban
                                             Robert D. Hoban, President


                                                       -12-