Exhibit 10


                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  entered into this 23rd day of April,  2004, by and between
River Valley Financial Bank, a federal savings bank (the "Bank"), and Gregory T.
Siegrist (the "Employee"). The parties agree, however, that the "Effective Date"
of this Agreement shall be April 5, 2004.

     WHEREAS, the Employee is being employed by the Bank as a Vice President and
as such will perform valuable services for the Bank; 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 his assigned duties; and

     WHEREAS,  the parties  desire by this  writing to set forth the  continuing
employment relationship of the Bank and the Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.  Employment.  The Employee is employed as a Vice  President of the Bank.
The Employee shall render such  administrative  and management  services for the
Bank as are  currently  rendered  and as are  customarily  performed  by persons
situated in a similar executive  capacity.  The Employee shall also promote,  by
entertainment or otherwise,  as and to the extent permitted by law, the business
of the Bank. The Employee's other duties shall be such as the Board of Directors
(the  "Board") of the Bank may from time to time  reasonably  direct,  including
normal duties as an officer of the Bank.

     2. Base  Compensation.  The Bank agrees to pay the Employee during the term
of this Agreement a salary at the rate of $65,000 per annum, payable in cash not
less frequently than monthly,  and shall be effective and calculated  commencing
the  Effective  Date.  The salary  shall be  reviewed  annually  by the Board of
Directors of the Bank in January of each year commencing January of 2005 and any
adjustment  in the future on salary  shall be  effective  on January 1st of each
year.

     3. Bonuses. The Employee shall participate in any year end bonus granted to
other  employees by the Board.  The Employee  shall  further  participate  in an
equitable  manner  with all other  senior  management  employees  of the Bank in
discretionary  bonuses  that the Board may award from time to time to the Bank's
senior  management  employees.  No  other  compensation  provided  for  in  this
Agreement  shall be deemed a substitute for the Employee's  right to participate
in such discretionary bonuses.

     4. Benefits.

          (a) Participation in Retirement,  Medical and Other Plans.  During the
     term of this  Agreement,  the Employee  shall be eligible to participate in
     the following benefit

<PAGE>

     plans:  group  hospitalization,  disability,  health,  dental,  sick leave,
     retirement,  pension,  and/or  other  present  or  future  qualified  plans
     provided by the Bank, generally,  which benefits, taken as a whole, must be
     at least as favorable as those in effect on the Effective Date,  unless the
     continued  operation  of such  plans  would  adversely  affect  the  Bank's
     operating  results or  financial  condition  in a material  way, the Bank's
     Board of Directors concludes that modifications to such plans are necessary
     to avoid such adverse effects and such modifications  apply consistently to
     all employees of the Bank.

          (b) Employee  Benefits;  Expenses.  The Employee  shall be eligible to
     participate in any fringe benefits which are or may become available to the
     Bank's  senior  management  employees,  including,  for example,  any stock
     option or incentive  compensation  plans,  and any other benefits which are
     commensurate with the responsibilities and functions to be performed by the
     Employee  under this  Agreement.  The Employee  shall be reimbursed for all
     reasonable   out-of-pocket  business  expenses  which  he  shall  incur  in
     connection with his services under this Agreement,  upon  substantiation of
     such expenses in accordance with the policies of the Bank.

     5. Term.  The Bank hereby  employs the  Employee,  and the Employee  hereby
accepts such employment under this Agreement,  for the period  commencing on the
Effective Date and ending thirty six months  thereafter (or such earlier date as
is determined in accordance with Section 9).

     6. Loyalty; Noncompetition.

          (a)  During  the  period of his  employment  hereunder  and except for
     illnesses,  reasonable vacation periods,  and reasonable leaves of absence,
     the Employee shall devote all his full business time, attention, skill, and
     efforts to the  faithful  performance  of his duties  hereunder;  provided,
     however,  from  time to time,  the  Employee  may  serve on the  Boards  of
     Directors  of, and hold any other  offices or  positions  in,  companies or
     organizations,  which will not  present any  conflict of interest  with the
     Bank or any of its  subsidiaries or affiliates,  or unfavorably  affect the
     performance of Employee's  duties pursuant to this  Agreement,  or will not
     violate any  applicable  statute or  regulation.  "Full  business  time" is
     hereby defined as that amount of time usually  devoted to like companies by
     similarly situated  officers.  During the term of his employment under this
     Agreement,  the  Employee  shall not  engage in any  business  or  activity
     contrary to the business  affairs or interests of the Bank, or be gainfully
     employed in any other position or job other than as provided above.

          (b) Nothing  contained in this  Paragraph 6 shall be deemed to prevent
     or limit  the  Employee's  right to invest  in the  capital  stock or other
     securities of any business  dissimilar from that of the Bank, or, solely as
     a passive or minority  investor,  in any business.  Also,  nothing noted in
     paragraph 6 would preclude the Employee from investing in or  participating
     in real estate ventures that may or may not be financed by the Bank.


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<PAGE>


     7. Standards. The Employee shall perform his duties under this Agreement in
accordance with such  reasonable  standards as the Board may establish from time
to time.  The Bank will provide  Employee with the working  facilities and staff
customary for similar executives and necessary for him to perform his duties.

     8. Vacation,  Sick Leave and Disability.  The Employee shall be entitled to
fifteen days vacation  annually and shall be entitled to the same sick leave and
disability leave as other employees of the Bank.

     The Employee shall not receive any additional compensation from the Bank on
account of his failure to take a vacation or sick leave,  and the Employee shall
not accumulate  unused  vacation or sick leave from one fiscal year to the next,
except in either case to the extent authorized by the Board.

     In  addition  to the  aforesaid  paid  vacations,  the  Employee  shall  be
entitled,   without  loss  of  pay,  to  absent  himself  voluntarily  from  the
performance of his employment with the Bank for such additional  periods of time
and for such valid and  legitimate  reasons  as the Board may in its  discretion
determine.  Further,  the Board may grant to the  Employee  a leave or leaves of
absence,  with or  without  pay,  at such time or times and upon such  terms and
conditions as such Board in its discretion may determine.

     9.  Termination  and  Termination  Pay.  Subject to Section 11 hereof,  the
Employee's   employment   hereunder  may  be  terminated   under  the  following
circumstances:

          (a)  Death.  The  Employee's  employment  under this  Agreement  shall
     terminate upon his death during the term of this Agreement,  in which event
     the Employee's estate shall be entitled to receive the compensation due the
     Employee  through  the last day of the  calendar  month in which  his death
     occurred.

          (b) Disability.

               (i) The Bank may terminate the Employee's employment,  should the
          Employee become disabled,  in a manner  consistent with the Bank's and
          the  Employee's  rights  and  obligations  under  the  Americans  With
          Disabilities Act or other applicable state and federal laws concerning
          disability.  For the purpose of this Agreement,  "Disability"  means a
          physical or mental condition which substantially limits the employee's
          ability  to  perform  the  essential  functions  of his  position,  as
          established  by this  Agreement,  and which  results  in the  Employee
          becoming eligible for long-term  disability  benefits under the Bank's
          long-term disability plan.

               (ii) During any period that the Employee shall receive disability
          benefits and to the extent that the Employee  shall be physically  and
          mentally able to do so, he shall furnish such information,  assistance
          and documents so as to assist in the continued ongoing business of the
          Bank  and,  if  able,  shall  make  himself  available  to the Bank to
          undertake  reasonable  assignments  consistent with his prior position
          and his physical and mental health.  The Bank shall pay all



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<PAGE>

          reasonable  expenses  incident to the  performance  of any  assignment
          given to the Employee during the disability period.

          (c) Just  Cause.  The Board may,  by written  notice to the  Employee,
     immediately  terminate  his  employment  at any time,  for Just Cause.  The
     Employee shall have no right to receive  compensation or other benefits for
     any period after  termination for Just Cause.  Termination for "Just Cause"
     shall mean termination  because of, in the good faith  determination of the
     Board,   the  Employee's   personal   dishonesty,   incompetence,   willful
     misconduct, breach of 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.  Notwithstanding the foregoing,  in the event of termination for
     Just Cause there shall be  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 at a meeting of the Board  called and held
     for  that  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 at least 30 days prior to such  termination,  finding that in the good
     faith  opinion of the Board the  Employee  was guilty of conduct  set forth
     above in the second  sentence of this  Subsection  (c) and  specifying  the
     particulars thereof in detail.

          (d) Without Just Cause; Constructive Discharge.

               (i) The Board may, by written notice to the Employee, immediately
          terminate  his  employment  at any time for a reason  other  than Just
          Cause,  in which event the  Employee  shall be entitled to receive the
          following  compensation and benefits  (unless such termination  occurs
          within the time  period set forth in Section  11(b)  hereof,  in which
          event the benefits and  compensation  provided for in Section 11 shall
          apply):  (i) the salary provided  pursuant to Section 2 hereof,  up to
          the date of  termination  of the term as  provided in Section 5 hereof
          (including  any  renewal  term)  of this  Agreement  (the  "Expiration
          Date"),  and (ii) at the  Employee's  election,  either (A) cash in an
          amount  equal to the cost to the  Employee  of  obtaining  all health,
          life,  disability and other benefits  (excluding  stock options) which
          the Employee  would have been eligible to  participate  in through the
          Expiration Date, based upon the benefit levels  substantially equal to
          those  that  the  Bank  provided  for  the  Employee  at the  date  of
          termination of employment,  or (B) continued  participation under such
          Bank benefit plans through the Expiration Date, but only to the extent
          the  Employee  continues  to qualify for  participation  therein.  All
          amounts  payable to the Employee  shall be paid,  at the option of the
          Employee, either (I) in periodic payments through the Expiration Date,
          or (II) in one lump sum within ten (10) days of such termination.

               (ii) The Employee may voluntarily  terminate his employment under
          this  Agreement,  and the  Employee  shall  thereupon  be  entitled to
          receive the  compensation  and benefits  payable under Section 9(d)(1)
          hereof, within ninety (90) days following the occurrence of any of the
          following  events,  which has not



                                       4
<PAGE>

          been  consented to in advance by the Employee in writing  (unless such
          voluntary  termination  occurs  within  the time  period  set forth in
          Section  11(b)  hereof,  in which event the benefits and  compensation
          provided for in Section 11 shall apply):  (i) the requirement that the
          Employee  move  his  personal  residence,  or  perform  his  principal
          executive  functions,  more than  thirty  (30) miles from his  primary
          office; (ii) a material reduction in the Employee's base compensation,
          unless part of an institution-wide reduction; (iii) the failure by the
          Bank to  continue  to  provide  the  Employee  with  compensation  and
          benefits  provided  for  under  this  Agreement,  as the  same  may be
          increased from time to time, or with benefits substantially similar to
          those provided to him under any of the employee benefit plans in which
          the Employee now or hereafter becomes a participant,  or the taking of
          any action by the Bank which would  directly or indirectly  reduce any
          of such  benefits  or deprive  the  Employee  of any  material  fringe
          benefit enjoyed by him, unless part of an institution-wide  reduction;
          (iv) the  assignment  to the  Employee of duties and  responsibilities
          materially  different from those normally associated with his position
          as referenced in Section 1; or (v) a material  diminution or reduction
          in the Employee's  responsibilities or authority  (including reporting
          responsibilities) in connection with his employment with the Bank.

               (iii)  Notwithstanding  the  foregoing,  but  only to the  extent
          required  under federal  banking law, the amount  payable under clause
          (d)(1)(i)  hereof  shall be reduced to the extent  that on the date of
          the Employee's  termination  of  employment,  the present value of the
          benefits  payable under clauses  (d)(1)(i) and (ii) hereof exceeds the
          limitation  on  severance  benefits  that is set  forth in  Regulatory
          Bulletin 27a of the Office of Thrift Supervision,  as in effect on the
          Effective Date. In the event that Section 280G of the Internal Revenue
          Code of 1986, as amended (the "Code"),  becomes applicable to payments
          made under this Section  9(d),  and the  payments  exceed the "Maximum
          Amount" as defined in Section 11(a)(1)  hereof,  the payments shall be
          reduced as provided by Section 11(a)(2) of this Agreement.

          (e) Termination or Suspension Under Federal Law.

               (i) If the Employee is removed and/or permanently prohibited from
          participating  in the conduct of the Bank's affairs by an order issued
          under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act
          ("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 parties shall not be affected.

               (ii) If the Bank is in default (as defined in Section  3(x)(1) of
          FDIA), all obligations  under this Agreement shall terminate as of the
          date of default;  however,  this Paragraph shall not affect the vested
          rights of the parties.

               (iii) All  obligations  under  this  Agreement  shall  terminate,
          except to the extent determined that continuation of this Agreement is
          necessary for the



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<PAGE>

          continued  operation of the Bank; (i) by the Director of the Office of
          Thrift Supervision ("Director of OTS"), or his or her designee, at the
          time that the Federal Deposit  Insurance  Corporation  ("FDIC") enters
          into an  agreement to provide  assistance  to or on behalf of the Bank
          under the authority contained in Section 13(c) of FDIA; or (ii) by the
          Director  of the OTS,  or his or her  designee,  at the time  that the
          Director of the OTS,  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 of the OTS to be in an unsafe
          or unsound  condition.  Such action shall not affect any vested rights
          of the parties.

               (iv) If a notice  served under  Section  8(e)(3) or (g)(1) of the
          FDIA (12  U.S.C.  1818(e)(3)  or (g)(1)  suspends  and/or  temporarily
          prohibits the Employee from participating in the conduct of the Bank's
          affairs,   the  Bank's  obligations  under  this  Agreement  shall  be
          suspended as of the date of such 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  contract  obligations  were  suspended,  and (ii)
          reinstate  (in whole or in part)  any of its  obligations  which  were
          suspended.

          (f) Voluntary  Termination by Employee.  Subject to Section 11 hereof,
     the Employee may voluntarily  terminate employment with the Bank during the
     term of this  Agreement,  upon at least  ninety  (90) days'  prior  written
     notice to the Board of Directors,  in which case the Employee shall receive
     only his  compensation,  vested rights and employee benefits up to the date
     of his  termination  (unless such  termination  occurs  pursuant to Section
     9(d)(2) hereof,  in which event the benefits and compensation  provided for
     in section 9(d) shall apply).

     10. No  Mitigation.  The  Employee  shall not be required  to mitigate  the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

     11. Change in Control.

          (a) Change in Control; Involuntary Termination.

               (i) Notwithstanding any provision herein to the contrary,  if the
          Employee's  employment under this Agreement is terminated by the Bank,
          without the  Employee's  prior written  consent and for a reason other
          than Just Cause, in connection with or within twelve (12) months after
          any Change in  Control of the Bank,  the  Employee  shall,  subject to
          paragraph  (2) of this Section  11(a),  be paid an amount equal to the
          difference  between (i) the product of 2.99 times his "base amount" as
          defined in Section 280G(b)(3) of the Code and regulations  promulgated
          thereunder  (the  "Maximum  Amount"),  and (ii)  the sum of any  other
          parachute  payments (as defined under Section  280G(b)(2) of the Code)
          that the Employee  receives on account of the Change in Control.  Said
          sum



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<PAGE>

          shall  be  paid  in  one  lump  sum  within  ten  (10)  days  of  such
          termination.  This  paragraph  would  not  apply to a  termination  of
          employment  due to death,  disability or voluntary  termination by the
          Employee.

               (ii)  In the  event  that  the  Employee  and  the  Bank  jointly
          determine and agree that the total parachute payments receivable under
          clauses  (i) and (ii) of Section  11(a)(1)  hereof  exceed the Maximum
          Amount,  notwithstanding  the payment  procedure  set forth in Section
          11(a)(1)  hereof,  the Employee shall determine which and how much, if
          any,  of the  parachute  payments  to  which he is  entitled  shall be
          eliminated  or  reduced  so that the total  parachute  payments  to be
          received  by the  Employee do not exceed the  Maximum  Amount.  If the
          Employee  does not make his  determination  within ten  business  days
          after  receiving a written  request  from the Bank,  the Bank may make
          such  determination,  and shall notify the Employee  promptly thereof.
          Within five business days of the earlier of the Bank's  receipt of the
          Employee's  determination  pursuant  to this  paragraph  or the Bank's
          determination  in lieu of a  determination  by the Employee,  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.

               (iii) As a result of  uncertainty  in application of Section 280G
          of the Code at the time of payment hereunder, it is possible that such
          payments  will have been made by the Bank  which  should not have been
          made  ("Overpayment")  or that additional  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  under
          Section  11(a)(1) hereof.  In the event that the Employee,  based upon
          the assertion by the Internal  Revenue Service against the Employee of
          a deficiency  which the Employee  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)(B) 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 Employee and the Bank  determine,  based
          upon controlling  precedent or other  substantial  authority,  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)(B) of the Code.

               (iv) A "Change in Control"  shall be deemed to have  occurred if:

                    1)  as a  result  of,  or in  connection  with,  any  public
               offering,  tender  offer  or  exchange  offer,  merger  or  other
               business combination,  sale



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<PAGE>

               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  a  holding   company
               controlling  the Bank before such  transaction  (the  "Continuing
               Directors")  cease  to  constitute  a  majority  of the  Board of
               Directors  of the Bank or such holding  company or any  successor
               thereof;

                    2) the  Bank  or a  holding  company  controlling  the  Bank
               transfers  substantially all of its assets to another corporation
               which  is not a  wholly  owned  subsidiary  of the  Bank  or such
               holding company;

                    3) the Bank or a holding company  controlling the Bank 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

                    4) the Bank or a  holding  company  controlling  the Bank 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
               stockholders of the Bank or of such holding  company  controlling
               the Bank.

     Notwithstanding  the  foregoing,  but  only to the  extent  required  under
federal banking law, the amount payable under  Subsection(a)  of this Section 11
shall be reduced to the extent that on the date of the Employee's termination of
employment,  the amount payable under  Subsection(a)  of this Section 11 exceeds
the  limitation on severance  benefits that is set forth in Regulatory  Bulletin
27a of the Office of Thrift Supervision, as in effect on the Effective Date.

          (b) Change in  Control;  Voluntary  Termination.  Notwithstanding  any
     other  provision of this Agreement to the contrary,  but subject to Section
     11(a)(2)  hereof,  the Employee may  voluntarily  terminate his  employment
     under this  Agreement  within  twelve  (12)  months  following  a Change in
     Control of the Bank, as defined in paragraph (a)(4) of this Section 11, and
     the Employee shall  thereupon be entitled to receive the payment  described
     in Section  11(a)(1) of this  Agreement,  within ninety (90) days following
     the occurrence of any of the following events, which has not been consented
     to in advance by the  Employee in  writing;  (i) the  requirement  that the
     Employee  perform his principal  executive  functions more than thirty (30)
     miles from his primary office as of the date of the Change in Control; (ii)
     a material  reduction in the Employee's  base  compensation as in effect on
     the date of the  Change in  Control or as the same may be changed by mutual
     agreement from time to time, unless part of an institution-wide  reduction;
     (iii) the  failure by the Bank to continue  to provide  the  Employee  with
     compensation  and benefits  provided for under this Agreement,  as the same
     may be increased from time to time, or with benefits  substantially similar
     to those  provided to him under any employee  benefit in which the Employee
     is a participant at the time of the Change in Control, or the taking of any
     action which would  materially  reduce any of such  benefits or deprive the
     Employee of any material  fringe benefit  enjoyed by him at the time of the
     Change in Control, unless



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<PAGE>

     part of an institution-wide  reduction; (iv) the assignment to the Employee
     of duties and  responsibilities  materially  different  from those normally
     associated  with his position as referenced at Section 1; or (v) a material
     diminution  or reduction in the  Employee's  responsibilities  or authority
     (including  reporting  responsibilities)  in connection with his employment
     with the Bank.

          (c) Compliance with 12 U.S.C.  Section  1828(k).  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.  Section 1828(k) and any
     regulations promulgated thereunder.

          (d) Trust.

               (i) Within five business days before or after a Change in Control
          as defined in Section 11(a) of this  Agreement  which was not approved
          in advance by a resolution of a majority of the  Continuing  Directors
          of the Bank, the Bank shall (i) deposit, or cause to be deposited,  in
          a grantor  trust  (the  "Trust"),  designed  to conform  with  Revenue
          Procedure 93-64 (or any successor) and having a trustee independent of
          the Bank, an amount equal to 2.99 times the  Employee's  "base amount"
          as defined in Section  280G(b)(3)  of the Code,  and (ii)  provide the
          trustee of the Trust with a written  direction to hold said amount and
          any investment return thereon in a segregated  account for the benefit
          of the Employee,  and to follow the  procedures  set forth in the next
          paragraph as to the payment of such amounts from the Trust.

               (ii) During the twelve (12)  consecutive  month period  following
          the date on which  the  Bank  makes  the  deposit  referred  to in the
          preceding paragraph, the Employee may provide the trustee of the Trust
          with a written notice  requesting that the trustee pay to the Employee
          an amount  designated  in the  notice  as being  payable  pursuant  to
          Section 11(a) or (b).  Within three business days after receiving said
          notice,  the  trustee of the Trust  shall send a copy of the notice to
          the Bank via overnight and registered mail, return receipt  requested.
          On the tenth  (10th)  business  day after  mailing  said notice to the
          association,  the  trustee  of the Trust  shall pay the  Employee  the
          amount designated therein in immediately available funds, unless prior
          thereto the Bank provides the trustee with a written notice  directing
          the trustee to withhold such payment. In the latter event, the trustee
          shall submit the dispute to non-appealable  binding  arbitration for a
          determination  of the  amount  payable  to the  Employee  pursuant  to
          Section 11(a) or (b) hereof, and the party responsible for the payment
          of the costs of such  arbitration  (which may include  any  reasonable
          legal fees and expenses  incurred by the Employee) shall be determined
          by the  arbitrator.  The trustee shall choose the arbitrator to settle
          the dispute,  and such  arbitrator  shall be bound by the rules of the
          American  Arbitration  Association in making his or her determination.
          The  parties  and the  trustee  shall be bound by the  results  of the
          arbitration and, within 3 days of the determination by the arbitrator,
          the trustee  shall pay from the Trust the amounts  required to be paid
          to the Employee  and/or the Bank, and in no event



                                       9
<PAGE>

          shall the trustee be liable to either party for making the payments as
          determined by the arbitrator.

               (iii) Upon the earlier of (i) any  payment  from the Trust to the
          Employee,  or (ii) the date twelve (12) months after the date on which
          the Bank makes the deposit  referred to in the first paragraph of this
          subsection  (d)(1), the trustee of the Trust shall pay to the Bank the
          entire balance remaining in the segregated  account maintained for the
          benefit of the Employee. The Employee shall thereafter have no further
          interest in the Trust pursuant to this Agreement.

          (e) In the event that any dispute  arises between the Employee and the
     Bank as to the terms or  interpretation  of this Agreement,  including this
     Section 11,  whether  instituted by formal legal  proceedings or otherwise,
     including  any action that the Employee  takes to enforce the terms of this
     Section 11 or to defend  against any action taken by the Bank, the Employee
     shall be  reimbursed  for all  costs  and  expenses,  including  reasonable
     attorneys'  fees,  arising  from  such  dispute,  proceedings  or  actions,
     provided  that the  Employee  shall  obtain a final  judgment by a court of
     competent  jurisdiction in favor of the Employee.  Such reimbursement shall
     be paid within ten (10) days of  Employee's  furnishing to the Bank written
     evidence, which may be in the form, among other things, of a canceled check
     or receipt, of any costs or expenses incurred by the Employee.

     Should  the  Employee  fail to  obtain  a final  judgment  in  favor of the
Employee  and a final  judgment  is entered in favor of the Bank,  then the Bank
shall be reimbursed for all costs and expenses,  including reasonable Attorneys'
fees arising from such dispute, proceedings or actions. Such reimbursement shall
be paid  within ten (10) days of the Bank  furnishing  to the  Employee  written
evidence,  which may be in the form, among other things,  of a canceled check or
receipt, of any costs or expenses incurred by the Bank.


                                       10
<PAGE>


     12.  Stock  Options.   Employer  will  permit   Employee  or  his  personal
representative(s) or heirs, during a period of three months following Employee's
termination  of employment by Employer for the reasons set forth in  Subsections
9(d) or 11(a),  if such  termination  follows a Change of  Control,  to  require
Employer,  upon written  request,  to purchase  all  outstanding  stock  options
previously granted to Employee under any stock option plan then in effect to the
extent the  options are vested at a cash  purchase  price equal to the amount by
which the aggregate  "fair market  value" of the shares  subject to such options
exceeds  the  aggregate  option  price for such  shares.  For  purposes  of this
Agreement, the term "fair market value" shall mean the higher of (1) the average
of the  highest  asked  prices  for  shares  in the  over-the-counter  market as
reported on the NASDAQ system or other exchange if the shares are traded on such
system for the 30 business days preceding such  termination,  or (2) the average
per share  price  actually  paid for the most  highly  priced  1% of the  shares
acquired  in  connection  with the  Change  of  Control  by any  person or group
acquiring such control.

     13. Federal Income Tax  Withholding.  The Bank may withhold all federal and
state  income or other taxes from any benefit  payable  under this  Agreement as
shall be required pursuant to any law or government regulation or ruling.

     14. Successors and Assigns.

          (a) Bank. This Agreement shall not be assignable by the Bank, provided
     that this  Agreement  shall inure to the benefit of and be binding upon any
     corporate or other  successor of the Bank which shall acquire,  directly or
     indirectly,  by  merger,  consolidation,  purchase  or  otherwise,  all  or
     substantially all of the assets or stock of the Bank.

          (b)  Employee.  Since  the  Bank is  contracting  for the  unique  and
     personal  skills of the  Employee,  the Employee  shall be  precluded  from
     assigning  or  delegating  his  rights or duties  hereunder  without  first
     obtaining the written consent of the Bank; provided,  however, that nothing
     in this  paragraph  shall  preclude (i) the  Employee  from  designating  a
     beneficiary to receive any benefit  payable  hereunder  upon his death,  or
     (ii) the executors,  administrators,  or other legal representatives of the
     Employee or his estate from assigning any rights hereunder to the person or
     persons entitled thereunto.

          (c)  Attachment.  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  exclusion,  attachment,  levy or  similar  process or
     assignment by operation of law, and any attempt,  voluntary or involuntary,
     to effect any such action shall be null, void and of no effect.



                                       11
<PAGE>

     15.  Amendments.  No  amendments  or additions to this  Agreement  shall be
binding  unless  made in  writing  and signed by all of the  parties,  except as
herein otherwise specifically provided.

     16. Applicable Law. Except to the extent preempted by federal law, the laws
of the State of Indiana shall govern this Agreement in all respects,  whether as
to its validity, construction, capacity, performance or otherwise.

     17.  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.

     18. Entire  Agreement.  This Agreement,  together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the  entire  agreement  between  the  parties  hereto and  supersedes  any other
agreement between the parties hereto relating to the employment of the Employee

            IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first hereinabove written.

ATTEST:                                  RIVER VALLEY FINANCIAL BANK


By: /s/ Lonnie D. Collins                By: /s/ Matthew P. Forrester
    -------------------------------          -----------------------------------
    Lonnie D. Collins, Secretary             Matthew P. Forrester, President


                                          /s/ Gregory T. Siegrist
                                          --------------------------------------
                                          Gregory T. Siegrist

     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/ Matthew P. Forrester
                                          --------------------------------------
                                          Matthew P. Forrester, President



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