rvb_ars.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ý		Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
		of 1934 for the Fiscal Year Ended December 31, 2008
		Or
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities
		Exchange Act of 1934 for the Transition Period from _______ to ______

000-21765
Commission File Number

RIVER VALLEY BANCORP
(Exact name of registrant as specified in its charter)

INDIANA		35-1984567
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

430 Clifty Drive, P.O. Box 1590, Madison, Indiana		47250-0590
(Address of principal executive offices)		(Zip Code)

(812) 273-4949
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Stock	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.		Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.		Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.		Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.		o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large Accelerated Filer¨	Accelerated Filer ¨
Non-Accelerated Filer ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).		Yes o No ý

As of June 30, 2008, the last day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant was $11,362,035 based on the closing sale price as reported on the NASDAQ Capital Market.

As of February 23, 2009, there were issued and outstanding 1,500,322 shares of the issuer’s Common Stock.

Documents Incorporated by Reference

Portions of the Proxy Statement for the 2009 Annual Meeting of Shareholders to be held on April 15, 2009 are incorporated in Part III.

RIVER VALLEY BANCORP

FORM 10-K

INDEX

FORWARD-LOOKING STATEMENTS

PART I		3
Item 1.	Business.	3
Item 1A.	Risk Factors.	32
Item 1B.	Unresolved Staff Comments.	33
Item 2.	Properties.	33
Item 3.	Legal Proceedings.	34
Item 4.	Submission of Matters to a Vote of Security Holders.	34
Item 4.5.	Executive Officers of the Registrant.	34

PART II		36
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	36
Item 6.	Selected Financial Data.	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	39
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	57
Item 8.	Financial Statements and Supplementary Data.	58
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	90
Item 9A(T).	Controls and Procedures.	90
Item 9B.	Other Information.	90

PART III		91
Item 10.	Directors, Executive Officers and Corporate Governance.	91
Item 11.	Executive Compensation.	91
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	91
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	92
Item 14.	Principal Accounting Fees and Services.	92

PART IV		92
Item 15.	Exhibits, Financial Statement Schedules.	92

SIGNATURES		93

EXHIBIT INDEX		94

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Form 10-K”) contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this Form 10-K and include statements regarding the intent, belief, outlook, estimates or expectations of River Valley Bancorp, its directors, or its officers primarily with respect to future events and the future financial performance of the Company. Readers of this Form 10-K are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. The accompanying information contained in this Form 10-K identifies important factors that could cause such differences. These factors include, but are not limited to, changes in interest rates; loss of deposits and loan demand to other financial institutions; substantial changes in financial markets; changes in real estate values and the real estate market; regulatory changes; or turmoil and governmental intervention in the financial services industry.

PART I

ITEM 1. BUSINESS.

BUSINESS

GENERAL

River Valley Bancorp (the “Holding Company” or “River Valley” and together with the “Bank,” the “Company”), an Indiana corporation, was formed in 1996 for the primary purpose of purchasing all of the issued and outstanding common stock of River Valley Financial Bank (formerly Madison First Federal Savings and Loan Association; hereinafter “River Valley Financial” or the “Bank”) in its conversion from mutual to stock form. The conversion offering was completed on December 20, 1996. On December 23, 1996, the Company utilized approximately $3.0 million of the net conversion proceeds to purchase 95.6% of the outstanding common shares of Citizens National Bank of Madison (“Citizens”), and River Valley Financial and Citizens merged on November 20, 1997.

The activities of the Holding Company have been limited primarily to holding the stock of River Valley Financial, which was organized in 1875 under the laws of the United States of America. River Valley Financial, which provides banking services in a single significant business segment, conducts operations from its eight full-service office locations in Jefferson, Floyd and Clark Counties, Indiana, and Carroll County, Kentucky, and offers a variety of deposit and lending services to consumer and commercial customers. The Company is subject to regulation, supervision and examination by the Office of Thrift Supervision of the U.S. Department of Treasury (the “OTS”). River Valley Financial is subject to regulation, supervision and examination by the OTS and the Federal Deposit Insurance Corporation (the “FDIC”). Deposits in River Valley Financial are insured up to applicable limits by the Deposit Insurance Fund of the FDIC.

The Bank historically has concentrated its lending activities on the origination of loans secured by first mortgage liens for the purchase, construction, or refinancing of one- to four-family residential real property. One- to four-family residential mortgage loans continue to be the major focus of the Bank’s loan origination activities, representing 44.3% of the Bank’s total loan portfolio at December 31, 2008. The Bank identified loans totaling $130,000 as held for sale at December 31, 2008. The Bank also offers multi-family mortgage loans, non-residential real estate loans, land loans, construction loans, non-mortgage commercial loans and consumer loans.

The Bank’s primary market areas are Jefferson, Floyd and Clark Counties in Southeastern Indiana and adjacent Carroll and Trimble Counties in Kentucky. The Company’s Internet address is www.rvfbank.com, and the Company makes available all filings with the Securities and Exchange Commission via its internet website.

LOAN PORTFOLIO DATA

The following table sets forth the composition of the Bank’s loan portfolio, including loans held for sale, as of December 31, 2008, 2007, 2006, 2005 and 2004 by loan type as of the dates indicated, including a reconciliation of gross loans receivable after consideration of the allowance for loan losses, deferred loan origination costs and loans in process.

	At December 31,
	2008						2007						2006						2005						2004
	Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total
	(Dollars in thousands)
TYPE OF LOAN
Residential real estate:
One-to-four-family	$	128,215			44.3	%	$	118,113			44.7	%	$	104,404			42.2	%	$	96,766			41.0	%	$	103,606			43.0	%
Multi-family		9,924			3.4			10,274			3.9			9,613			3.9			8,412			3.6			8,100			3.4
Construction		10,999			3.8			14,319			5.4			17,993			7.3			13,549			5.7			20,046			8.3
Nonresidential real estate		80,183			27.7			69,031			26.1			64,130			25.9			65,310			27.7			59,702			24.8
Land loans		8,773			3.0			12,033			4.6			15,790			6.4			16,744			7.1			7,933			3.3
Consumer loans:
Automobile loans		2,416			.9			2,686			1.0			2,853			1.1			3,444			1.5			4,675			1.9
Loans secured by deposits		619			.2			632			.2			605			.2			510			.2			553			.2
Other		2,023			.7			2,718			1.0			2,802			1.2			2,986			1.3			3,659			1.5
Commercial loans		46,397			16.0			34,649			13.1			29,000			11.8			28,148			11.9			32,582			13.6
Gross loans receivable		289,549			100.0			264,455			100.0			247,190			100.0			235,869			100.00			240,856			100.00

Add/(Deduct):
Deferred loan origination costs		503			.2			494			.2			487			.2			488			.2			496			.2
Undisbursed portions of loans in process		(2,384	)		(.8	)		(4,113	)		(1.6	)		(3,614	)		(1.5	)		(5,152	)		(2.2	)		(8,812	)		(3.7	)
Allowance for loan losses		(2,364	)		(.8	)		(2,208	)		(.8	)		(2,176	)		(.9	)		(2,320	)		(1.0	)		(2,364	)		(1.0	)
Net loans receivable	$	285,304			98.6	%	$	258,628			97.8	%	$	241,887			97.8	%	$	228,885			97.0	%	$	230,176			95.6	%

The following table sets forth certain information at December 31, 2008, regarding the dollar amount of loans maturing in the Bank’s loan portfolio based on the contractual terms to maturity. Demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts are reported as due in one year or less. This schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses. Management expects prepayments will cause actual maturities to be shorter.

	Balance Outstanding at		Due During Years Ended December 31
	December 31, 2008		2009		2010		2011 to 2012		2013 to 2017		2018 to 2022		2023 and following
	(In thousands)
Residential real estate loans:
One-to-four-family	$	128,215	$	177	$	142	$	752	$	6,038	$	12,439	$	108,667
Multi-family		9,924		579		114		-		50		624		8,557
Construction		10,999		9,845		1,154		-		-		-		-
Nonresidential Real estate loans		80,183		13		13		1,519		3,751		6,540		68,347
Land loans		8,773		84		5		6		848		667		7,163
Consumer loans:
Loans secured by deposits		619		473		34		112		-		-		-
Other loans		4,439		847		638		1,844		1,084		26		-
Commercial loans		46,397		26,330		12,562		1,865		5,401		239		-
Total	$	289,549	$	38,348	$	14,662	$	6,098	$	17,172	$	20,535	$	192,734

The following table sets forth, as of December 31, 2008, the dollar amount of all loans due after one year that have fixed interest rates and floating or adjustable interest rates.

	Due After December 31, 2009
	Fixed Rates		Variable Rates		Total
	(In thousands)
Residential real estate loans:
One-to-four-family	$	23,924	$	104,114	$	128,038
Multi-family		406		8,939		9,345
Construction		-		1,154		1,154
Nonresidential real estate loans		6,396		73,774		80,170
Land loans		111		8,578		8,689
Consumer loans:
Loans secured by deposits		146		-		146
Other loans		3,528		64		3,592
Commercial loans		7,064		13,003		20,067
Total	$	41,575	$	209,626	$	251,201

Residential Loans. Residential loans consist primarily of one- to four-family residential loans. Approximately $128.2 million, or 44.3% of the Bank’s portfolio of loans, at December 31, 2008, consisted of one- to four-family residential loans, of which approximately 80.6% had adjustable rates.

The Bank currently offers adjustable rate one- to four-family residential mortgage loans (“ARMs”) which adjust annually and are indexed to the one-year U.S. Treasury securities yields adjusted to a constant maturity, although until late 1995, the Bank’s ARMs were indexed to the 11th District Cost of Funds. Some of the Bank’s residential ARMs are originated at a discount or “teaser” rate which is generally 150 to 175 basis points below the “fully indexed” rate. These ARMs then adjust annually to maintain a margin above the applicable index, subject to maximum rate adjustments discussed below. The Bank’s ARMs have a current margin above such index of 3% for owner-occupied properties and 3.5% for non-owner-occupied properties. A substantial portion of the ARMs in the Bank’s portfolio at December 31, 2008 provide for maximum rate adjustments per year and over the life of the loan of 2% and 6%, respectively, although the Bank also originates residential ARMs which provide for maximum rate adjustments per year and over the life of the loan of 1% and 4%, respectively. The Bank’s ARMs generally provide for interest rate minimums equal to the origination rate. The Bank’s residential ARMs are amortized for terms up to 30 years.

Adjustable rate loans decrease the risk associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payments by the borrowers may rise to the extent permitted by the terms of the loan, thereby increasing the potential for default. Also, adjustable rate loans have features which restrict changes in interest rates on a short-term basis and over the life of the loan. At the same time, the market value of the underlying property may be adversely affected by higher interest rates.

The Bank currently offers fixed rate one- to four-family residential mortgage loans which provide for the payment of principal and interest over periods of 10 to 30 years. At December 31, 2008, approximately 19.4% of the Bank’s one- to four-family residential mortgage loans had fixed rates. The Bank currently underwrites a portion of its fixed-rate residential mortgage loans for potential sale to the Federal Home Loan Mortgage Corporation (the “FHLMC”). The Bank retains all servicing rights on the residential mortgage loans sold to the FHLMC. At December 31, 2008, the Bank had approximately $75.7 million of fixed rate residential mortgage loans which were sold to the FHLMC and for which the Bank provides servicing.

The Bank generally does not originate one- to four-family residential mortgage loans if the ratio of the loan amount to the lesser of the current cost or appraised value of the property (the “Loan-to-Value Ratio”) exceeds 95% and generally does not originate one- to four-family residential ARMs if the Loan-to-Value Ratio exceeds 90%. The Bank generally requires private mortgage insurance on all fixed rate conventional one- to four-family residential real estate mortgage loans with Loan-to-Value Ratios in excess of 80%. The cost of such insurance is factored into the annual percentage yield on such loans, and is not automatically eliminated when the principal balance is reduced over the term of the loan. During 2008 the Bank originated and retained $9.0 million of fixed rate one- to four-family residential mortgage loans that typically would be sold to the secondary market, but were held by the Bank for investment purposes.

Substantially all of the one- to four-family residential mortgage loans that the Bank originates include “due-on-sale” clauses, which give the Bank the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid.

At December 31, 2008, the Bank had outstanding approximately $10.6 million of home equity loans, with unused lines of credit totaling approximately $15.8 million. No home equity loans were included in non-performing assets as of December 31, 2008. The Bank’s home equity lines of credit are adjustable rate lines of credit tied to the prime rate and are amortized based on a 10- to 20-year maturity. The Bank generally allows a maximum 90% Loan-to-Value Ratio for its home equity loans (taking into account any other mortgages on the property). Payments on such home equity loans are equal to 1.5% of the outstanding principal balance per month, or on newer home equity loans, to the interest accrued at the end of the period.

The Bank also offers standard second mortgage loans, which are adjustable rate loans tied to the U.S. Treasury securities yields adjusted to a constant maturity with a current margin above such index of 3.5%. The Bank’s second mortgage loans have maximum rate adjustments per year and over the terms of the loans equal to 2% and 6%, respectively. The Bank’s second mortgage loans have terms of up to 30 years.

At December 31, 2008, $752,000 of one- to four-family residential mortgage loans, or 0.3% of total loans, were included in the Bank’s non-performing assets.

Construction Loans. The Bank offers construction loans with respect to residential and nonresidential real estate and, in certain cases, to builders or developers constructing such properties on a speculative basis (i.e., before the builder/developer obtains a commitment from a buyer).

Generally, construction loans are written as 12-month loans, either fixed or adjustable, with interest calculated on the amount disbursed under the loan and payable on a semi-annual or monthly basis. The Bank generally requires an 80% Loan-to-Value Ratio for its construction loans, although the Bank may permit an 85% Loan-to-Value Ratio for one- to four-family residential construction loans. Inspections are generally made prior to any disbursement under a construction loan, and the Bank does not charge commitment fees for its construction loans.

At December 31, 2008, $11.0 million, or 3.8% of the Bank’s total loan portfolio, consisted of construction loans. The largest construction loan at December 31, 2008 totaled $1.2 million. There were no non-performing construction loans at December 31, 2008.

While providing the Bank with a comparable, and in some cases higher, yield than a conventional mortgage loan, construction loans involve a higher level of risk. For example, if a project is not completed and the borrower defaults, the Bank may have to hire another contractor to complete the project at a higher cost. Also, a project may be completed, but may not be saleable, resulting in the borrower defaulting and the Bank taking title to the project.

Nonresidential Real Estate Loans. At December 31, 2008, $80.2 million, or 27.7% of the Bank’s portfolio, consisted of nonresidential real estate loans. Nonresidential real estate loans are primarily secured by real estate such as churches, farms and small business properties. The Bank generally originates nonresidential real estate, adjustable rate loans of varying rates with lock in terms of up to 10 years indexed to the one-year U.S. Treasury securities yields adjusted to a constant maturity, written for maximum terms of 30 years. The Bank’s adjustable rate nonresidential real estate loans have maximum adjustments per year and over the life of the loan of 2% and 6%, respectively, and interest rate minimums of 1% below the origination rate. The Bank generally requires a Loan-to-Value Ratio of up to 80%, depending on the nature of the real estate collateral.

The Bank underwrites its nonresidential real estate loans on a case-by-case basis and, in addition to its normal underwriting criteria, evaluates the borrower’s ability to service the debt from the net operating income of the property. As of December 31, 2008, the Bank’s largest nonresidential real estate loan was $4.5 million. Nonresidential real estate loans in the amount of $160,000, or 0.1% of total loans, were included in non-performing assets at December 31, 2008.

Loans secured by nonresidential real estate generally are larger than one- to four-family residential loans and involve a greater degree of risk. Nonresidential real estate loans often involve large loan balances to single borrowers or groups of related borrowers. Payments on these loans depend to a large degree on results of operations and management of the properties and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general. Accordingly, the nature of the loans makes them more difficult for management to monitor and evaluate.

Multi-family Loans. At December 31, 2008, approximately $9.9 million, or 3.4% of the Bank’s total loan portfolio, consisted of mortgage loans secured by multi-family dwellings (those consisting of more than four units). The Bank writes multi-family loans on terms and conditions similar to its nonresidential real estate loans. The largest multi-family loan in the Bank’s portfolio as of December 31, 2008 was $980,000 and was secured by an apartment complex in New Albany, Indiana. No multi-family loans were included in non-performing assets as of December 31, 2008.

Multi-family loans, like nonresidential real estate loans, involve a greater risk than residential loans. See “Nonresidential Real Estate Loans” above. Also, the loan-to-one borrower limitations restrict the ability of the Bank to make loans to developers of apartment complexes and other multi-family units.

Land Loans. At December 31, 2008, approximately $8.8 million, or 3.0% of the Bank’s total loan portfolio, consisted of mortgage loans secured by undeveloped real estate. The Bank’s land loans are generally written on terms and conditions similar to its nonresidential real estate loans. Some of the Bank’s land loans are land development loans; i.e., the proceeds of the loans are used for improvements to the real estate such as streets and sewers. At December 31, 2008, the Bank’s largest land loan totaled $1.9 million. No land loans were included in non-performing assets as of December 31, 2008.

Land loans are more risky than conventional loans since land development borrowers who are over budget may divert the loan funds to cover cost over-runs rather than direct them toward the purpose for which such loans were made. In addition, those loans are more difficult to monitor than conventional mortgage loans. As such, a defaulting borrower could cause the Bank to take title to partially improved land that is unmarketable without further capital investment.

Commercial Loans. At December 31, 2008, $46.4 million, or 16.0% of the Bank’s total loan portfolio, consisted of non-mortgage commercial loans. The Bank’s commercial loans are written on either a fixed rate or an adjustable rate basis with terms that vary depending on the type of security, if any. At December 31, 2008, approximately $41.0 million, or 91.2%, of the Bank’s commercial loans were secured by collateral, generally in the form of equipment, inventory, crops or, in some cases, real estate. The Bank’s adjustable rate commercial loans are generally indexed to the prime rate with varying margins and terms depending on the type of collateral securing the loans and the credit quality of the borrowers. At December 31, 2008, the largest commercial loan was $2.5 million. As of the same date, commercial loans totaling $109,000 were included in non-performing assets.

Commercial loans tend to bear somewhat greater risk than residential mortgage loans, depending on the ability of the underlying enterprise to repay the loan. Further, they are frequently larger in amount than the Bank’s average residential mortgage loans.

Consumer Loans. The Bank’s consumer loans, consisting primarily of auto loans, home improvement loans, unsecured installment loans, loans secured by deposits and mobile home loans, aggregated approximately $5.1 million at December 31, 2008, or 1.8% of the Bank’s total loan portfolio. The Bank consistently originates consumer loans to meet the needs of its customers and to assist in meeting its asset/liability management goals. All of the Bank’s consumer loans, except loans secured by deposits, are fixed rate loans with terms that vary from six months (for unsecured installment loans) to 66 months (for home improvement loans and loans secured by new automobiles). At December 31, 2008, 96.9% of the Bank’s consumer loans were secured by collateral.

The Bank’s loans secured by deposits are made in amounts up to 90% of the current account balance and accrue at a rate of 2% over the underlying passbook or certificate of deposit rate.

The Bank primarily offers only direct automobile loans. Due to dealer incentives, indirect automobile loans are rare and over the last few years the Bank has done only a few. Under the Bank’s indirect automobile program, participating automobile dealers would receive loan applications from prospective purchasers of automobiles at the point of sale and deliver them to the Bank for processing. The dealer would then receive a portion of the interest payable on approved loans.

Consumer loans may entail greater risk than residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles. Further, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance. In addition, consumer loan collections depend upon the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. At December 31, 2008, consumer loans amounting to $24,000 were included in non-performing assets.

Origination, Purchase and Sale of Loans. The Bank historically originated its ARMs pursuant to its own underwriting standards. In 1996, the Bank began underwriting fixed rate residential mortgage loans for potential sale to the FHLMC on a servicing-retained basis. Loans originated for sale to the FHLMC in the secondary market are originated in accordance with the guidelines established by the FHLMC and are sold promptly after they are originated. The Bank receives a servicing fee of one-fourth of 1% of the principal balance of all loans serviced. At December 31, 2008, the Bank serviced $75.7 million in loans sold to the FHLMC.

The Bank confines its loan origination activities primarily to Jefferson, Clark and Floyd Counties in Indiana and Trimble, Carroll, and Jefferson Counties in Kentucky, with some activity in the areas adjacent to these counties. At December 31, 2008, the Bank held loans totaling approximately $49.9 million that were secured by property located outside of Indiana. The Bank’s loan originations are generated from referrals from existing customers, real estate brokers and newspaper and periodical advertising. Loan applications are taken at any of the Bank’s eight full-service offices.

The Bank’s loan approval processes are intended to assess the borrower’s ability to repay the loan, the viability of the loan and the adequacy of the value of the property that will secure the loan. To assess the borrower’s ability to repay, the Bank evaluates the employment and credit history and information on the historical and projected income and expenses of its borrowers.

Under the Bank’s lending policy, a loan officer may approve mortgage loans up to $150,000, a Senior Loan Officer may approve mortgage loans up to $417,000 and the President may approve mortgage loans up to $417,000. All other mortgage loans must be approved by at least four members of the Bank’s Board of Directors. The lending policy further provides that loans secured by readily marketable collateral, such as stock, bonds and certificates of deposit may be approved by a Loan Officer for up to $150,000, by a Senior Loan Officer for up to $417,000 and by the President up to $417,000. Loans secured by other non-real estate collateral may be approved by a Loan Officer for up to $50,000, by a Senior Loan Officer up to $100,000 and by the President up to $200,000. Finally, the lending policy provides that unsecured loans may be approved by a Loan Officer up to $15,000 or up to $25,000 by a Senior Loan Officer or up to $50,000 by the President. All other unsecured loans or loans secured by non-real estate collateral must be approved by at least four members of the Bank’s Board of Directors.

The Bank generally requires appraisals on all real property securing its loans and requires an attorney’s opinion or title insurance and a valid lien on the mortgaged real estate. Appraisals for all real property securing mortgage loans are performed by independent appraisers who are state-licensed. The Bank requires fire and extended coverage insurance in amounts at least equal to the principal amount of the loan and also requires flood insurance to protect the property securing the loan if the property is in a flood plain. The Bank also generally requires private mortgage insurance only on fixed rate residential mortgage loans with Loan-to-Value Ratios of greater than 80%. The Bank does not require escrow accounts for insurance premiums or taxes.

The Bank’s underwriting standards for consumer and commercial loans are intended to protect against some of the risks inherent in making such loans. Borrower character, paying habits and financial strengths are important considerations.

The Bank occasionally purchases and sells participations in commercial loans, non-residential real estate and multi-family loans to or from other financial institutions. At December 31, 2008, the Bank held no participation loans in its loan portfolio.

The following table shows loan disbursement and repayment activity for the Bank during the periods indicated.

	Year Ended December 31
	2008		2007		2006
	(In thousands)
Loans Disbursed:
Residential real estate loans	$	47,309	$	46,496	$	42,320
Multi-family loans		2,460		2,351		1,770
Construction loans		7,333		10,708		19,107
Non-residential real estate loans		16,978		8,488		10,042
Land loans		7,324		8,963		5,761
Consumer and other loans		3,081		4,037		4,260
Commercial loans		43,158		28,835		21,034
Total loans disbursed		127,643		109,878		104,294
Reductions:
Sales		10,009		6,514		5,501
Principal loan repayments and other (1)		90,958		86,623		85,791
Total reductions		100,967		93,137		91,292
Net Increase (decrease)	$	26,676	$	16,741	$	13,002

(1)	Other items consist of amortization of deferred loan origination costs, the provision for losses on loans and net charges to the allowance for loan losses.

Origination and Other Fees. The Bank realizes income from loan origination fees, loan servicing fees, late charges, checking account service charges and fees for other miscellaneous services. Late charges are generally assessed if payment is not received within a specified number of days after it is due. The grace period depends on the individual loan documents.

NON-PERFORMING AND PROBLEM ASSETS

Mortgage loans are reviewed by the Bank on a regular basis and are placed on a non-accrual status when management determines that the collectibility of the interest is less than probable or collection of any amount of principal is in doubt. Generally, when loans are placed on non-accrual status, unpaid accrued interest is written off, and further income is recognized only to the extent received. The Bank delivers delinquency notices with respect to all mortgage loans contractually past due 5 to 10 days. When loans are 30 days in default, personal contact is made with the borrower to establish an acceptable repayment schedule. Management is authorized to commence foreclosure proceedings for any loan upon making a determination that it is prudent to do so.

Commercial and consumer loans are treated similarly. Interest income on consumer, commercial and other non-mortgage loans is accrued over the term of the loan except when serious doubt exists as to the collectibility of a loan, in which case accrual of interest is discontinued and the loan is written-off, or written down to the fair value of the collateral securing the loan. It is the Bank’s policy to recognize losses on these loans as soon as they become apparent.

Non-performing Assets. At December 31, 2008, $1.0 million, or 0.28% of consolidated total assets, were non-performing loans compared to $1.8 million, or .52% of consolidated total assets, at December 31, 2007. The Bank had $259,000 of REO at December 31, 2008 as compared to $184,000 at the same date in 2007.

The table below sets forth the amounts and categories of the Bank’s non-performing assets (non-performing loans, foreclosed real estate and troubled debt restructurings) for the last three years. It is the policy of the Bank that all earned but uncollected interest on all loans be reviewed monthly to determine if any portion thereof should be classified as uncollectible for any loan past due in excess of 90 days.

	At December 31
	2008			2007			2006
	(In thousands)
Non-performing assets:
Non-performing loans	$	1,045		$	1,825		$	1,114
Foreclosed real estate		259			184			-
Total non-performing assets	$	1,304		$	2,009		$	1,114
Total non-performing loans to total loans		.37	%		0.71	%		0.46	%
Total non-performing assets to total assets		.35	%		0.57	%		0.33	%

At December 31, 2008, the Bank held loans delinquent from 30 to 89 days totaling $2.0 million. As of that date, management was not aware of any other assets that would need to be disclosed as non-performing assets.

Problem relationships identified since December 31, 2008, and not included in the non-performing totals above, include the following relationship. In January 2009, the Bank received notice that its largest lending relationship, of approximately $4.8 million, was seeking to deleverage that position. The relationship is secured by residential, investment properties, farms, and other land holdings at an average loan-to-value of 74%. The borrower has a strong credit history and the intent to work out this issue. The Bank will continue to evaluate this issue and assess reserves if and when they are warranted.

Delinquent Loans. The following table sets forth certain information at December 31, 2008, 2007, and 2006 relating to delinquencies in the Bank’s portfolio. Delinquent loans that are 90 days or more past due are considered non-performing assets.

	At December 31, 2008									At December 31, 2007									At December 31, 2006
	30-89 Days				90 Days or More					30-89 Days				90 Days or More					30-89 Days				90 Days or More
	Number of Loans		Principal Balance of Loans		Number of Loans		Principal Balance of Loans			Number of Loans		Principal Balance of Loans		Number of Loans		Principal Balance of Loans			Number of Loans		Principal Balance of Loans		Number of Loans		Principal Balance of Loans
(Dollars in Thousands)
Residential real estate loans		8	$	412		9	$	752			15	$	1,064		14	$	657			11	$	310		13	$	709
Construction loans.		2		261		-		-			1		30		-		-			2		306		-		-
Land loans		1		45		-		-			1		46		1		225			-		-		-		-
Non-residential real estate loans		2		585		2		160			2		376		3		568			1		64		1		210
Consumer loans		13		54		5		24			13		63		1		2			7		15		4		12
Commercial loans		6		663		3		109			5		419		3		373			7		53		2		183
Total		32	$	2,020		19	$	1,045			37	$	1,998		22	$	1,825			28	$	748		20	$	1,114
Delinquent loans to total loans								1.07	%								1.48	%								0.77	%

Classified Assets. Federal regulations and the Bank’s Asset Classification Policy provide for the classification of loans and other assets such as debt and equity securities of lesser quality as “substandard,” “doubtful,” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the Bank will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

An insured institution is required to establish general allowances for loan losses in an amount deemed prudent by management for loans classified substandard or doubtful, as well as for other problem loans. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of the amount of the asset so classified or to charge off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the OTS, which can order the establishment of additional general or specific loss allowances.

Not all of the Bank’s classified assets constitute non-performing assets. Historically, management has been very conservative in its listing of assets as classified, especially in comparison to peer classification of similar assets and to actual delinquency status. For this reason the amount of classified assets for the Bank may appear high in relation to actual delinquencies. This indicates a diligence by the Bank in management of problem loans, as the Bank uses the classification listing as a “watch list” of loans that management believes to be potentially problematic, rather than just a listing of known problem loans. Lower than peer delinquencies are the result of this conservative and proactive approach to management of the classified list.

The classification of assets listing is evaluated monthly by a committee comprised of lending personnel, the Bank Chief Executive Officer, the Chief Financial Officer, and the Bank’s Internal Auditor. The list encompasses entire relationships, rather than single problem loans, and removal of loans from the list is only approved by the committee upon demonstrated performance by the borrower. Loans are classified as “doubtful” if the committee believes the loan to be unlikely to perform to its agreed upon terms and may also be higher than peer due to management’s conserative approach.

At December 31, 2008, the aggregate amount of the Bank’s classified assets are as follows:

	At December 31, 2008
	(In thousands)
Substandard assets	$	5,816
Doubtful assets		2,397
Loss assets		-
Total classified assets	$	8,213

The Bank regularly reviews its loan portfolio to determine whether any loans require classification in accordance with applicable regulations. Not all of the Bank’s classified assets constitute non-performing assets.

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained through the provision for loan losses, which is charged to earnings. The provision for loan losses is determined in conjunction with management’s review and evaluation of current economic conditions (including those of the Bank’s lending area), changes in the character and size of the loan portfolio, loan delinquencies (current status as well as past and anticipated trends) and adequacy of collateral securing loan delinquencies, historical and estimated net charge-offs and other pertinent information derived from a review of the loan portfolio. In management’s opinion, the Bank’s allowance for loan losses is adequate to absorb probable incurred losses from loans at December 31, 2008. However, there can be no assurance that regulators, when reviewing the Bank’s loan portfolio in the future, will not require increases in its allowances for loan losses or that changes in economic conditions will not adversely affect the Bank’s loan portfolio.

Summary of Loan Loss Experience. The following table analyzes changes in the allowance during the five years ended December 31, 2008.

	Year Ended December 31,
	2008			2007			2006			2005			2004
	(Dollars in Thousands)
Balance at beginning of period	$	2,208		$	2,176		$	2,320		$	2,364		$	2,056
Charge-offs:
Real estate loans		(782	)		(270	)		(247	)		(190	)		(24	)
Consumer		(183	)		(183	)		(178	)		(217	)		(150	)
Commercial loans		(83	)		(213	)		(19	)		-			-
Total charge-offs		(1,048	)		(666	)		(444	)		(407	)		(174	)
Recoveries		124			136			36			75			144
Net charge-offs		(924	)		(530	)		(408	)		(332	)		(30	)
Provision for losses on loans		1,080			562			264			288			338
Balance end of period	$	2,364		$	2,208		$	2,176		$	2,320		$	2,364
Allowance for loan losses as a percent of total loans outstanding		.82	%		.83	%		.89	%		1.00	%		1.02	%
Ratio of net charge-offs to average loans outstanding before net items		.32	%		.20	%		.17	%		.14	%		.01	%

Allocation of Allowance for Loan Losses. The following table presents an analysis of the allocation of the Bank’s allowance for loan losses at the dates indicated.

	At December 31,
	2008					2007					2006					2005					2004
	Amount		Percent of loans in each category to total loans			Amount		Percent of loans in each category to total loans			Amount		Percent of loans in each category to total loans			Amount		Percent of loans in each category to total loans			Amount		Percent of loans in each category to total loans
	(Dollars in Thousands)
Balance at end of period applicable to:
Residential real estate	$	602		51.5	%	$	743		54.0	%	$	954		53.4	%	$	1,102		50.3	%	$	930		54.7	%
Nonresidential real estate		37		30.7			-		30.7			-		32.3			64		34.8			162		28.1
Consumer loans		77		1.8			57		2.3			171		2.5			156		3.0			226		3.7
Commercial loans		1,088		16.0			892		13.1			855		11.7			724		11.9			807		13.5
Unallocated		560		-			515		-			196		-			274		-			239		-
Total	$	2,364		100.0	%	$	2,208		100.0	%	$	2,176		100.0	%	$	2,320		100.0	%	$	2,364		100.0	%

INVESTMENTS AND MORTGAGE-BACKED SECURITIES

Investments. The Bank’s investment portfolio (excluding mortgage-backed securities) consists of U.S. government and agency obligations, corporate bonds, municipal securities and Federal Home Loan Bank (“FHLB”) stock. At December 31, 2008, the investments in the portfolio had a carrying value of approximately $38.2 million, or 10.3%, of the consolidated total assets.

The following table sets forth the amortized cost and the market value of the Bank’s investment portfolio at the dates indicated.

	At December 31,
	2008				2007				2006
	Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value
	(In thousands)
Available for sale:
U.S. Government and agency obligations	$	12,900	$	13,362	$	35,821	$	36,123	$	50,812	$	50,369
Corporate bonds		4,414		3,641		888		888		-		-
Municipal securities		16,978		16,332		15,598		15,644		14,776		14,712
Total available for sale		34,292		33,335		52,307		52,655		65,588		65,081
FHLB stock		4,850		4,850		4,750		4,750		4,400		4,400
Total investments	$	39,142	$	38,185	$	57,057	$	57,405	$	69,988	$	69,481

The following table sets forth the amount of investment securities (excluding FHLB stock) which mature during each of the periods indicated and the weighted average yields for each range of maturities at December 31, 2008.

	Amount at December 31, 2008 which matures in
	Less Than One Year					One Year to Five Years					Five to Ten Years					After Ten Years
	Amortized Cost		Average Yield			Amortized Cost		Average Yield			Amortized Cost		Average Yield			Amortized Cost		Average Yield
	(Dollars in thousands)
U.S. Government and agency obligations	$	1,997		4.79	%	$	4,996		4.19	%	$	1,990		5.34	%	$	3,917		5.54	%
Municipal securities		-		-			1,284		3.53			7,076		3.83			8,618		4.36
Corporate		-		-			2,623		4.27			-		-			1,791		3.57

Mortgage-Backed Securities. The Bank maintains a portfolio of mortgage-backed pass-through securities in the form of FHLMC, FNMA and Government National Mortgage Association (“GNMA”) participation certificates. Mortgage-backed pass-through securities generally entitle the Bank to receive a portion of the cash flows from an identified pool of mortgages and gives the Bank an interest in that pool of mortgages. FHLMC, FNMA and GNMA securities are each guaranteed by its respective agencies as to principal and interest.

Although mortgage-backed securities generally yield less than individual loans originated by the Bank, they present less credit risk. Because mortgage-backed securities have a lower yield relative to current market rates, retention of such investments could adversely affect the Bank’s earnings, particularly in a rising interest rate environment. The mortgage-backed securities portfolio is generally considered to have very low credit risk because they are guaranteed as to principal repayment by the issuing agency.

In addition, the Bank has purchased adjustable rate mortgage-backed securities as part of its effort to reduce its interest rate risk. In a period of declining interest rates, the Bank is subject to prepayment risk on such adjustable rate mortgage-backed securities. The Bank attempts to mitigate this prepayment risk by purchasing mortgage-backed securities at or near par. If interest rates rise in general, the interest rates on the loans backing the mortgage-backed securities will also adjust upward, subject to the interest rate caps in the underlying mortgage loans. However, the Bank is still subject to interest rate risk on such securities if interest rates rise faster than 1% to 2% maximum annual interest rate adjustments on the underlying loans.

At December 31, 2008, the Bank had mortgage-backed securities with a carrying value of approximately $18.9 million, all of which were classified as available for sale. These mortgage-backed securities may be used as collateral for borrowings and, through repayments, as a source of liquidity.

The following table sets forth the amortized cost and market value of the Bank’s mortgage-backed securities at the dates indicated.

	At December 31,
	2008				2007				2006
	Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value
	(In thousands)
Available for sale:
Government Agency securities	$	10,626	$	10,955	$	5,275	$	5,353	$	-	$	-
Collateralized mortgage obligations		7,750		7,994		981		991		68		69
Total mortgage-backed securities	$	18,376	$	18,949	$	6,256	$	6,344	$	68	$	69

The following table sets forth the amount of mortgage-backed securities which mature during each of the periods indicated and the weighted average yields for each range of maturities at December 31, 2008.

	Amount at December 31, 2008 which matures in
	Less Than One Year				One Year to Five Years				Five to Ten Years				After Ten Years
	Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield
	(Dollars in thousands)
Mortgage-backed securities available for sale		-		-		-		-		-		-	$	10,625		5.34	%
CMOs		-		-		-		-		1		8.38		7,750		6.35

The following table sets forth the changes in the Bank’s mortgage-backed securities portfolio at amortized cost for the years ended December 31, 2008, 2007, and 2006.

	For the Year Ended December 31,
	2008			2007			2006
	(Dollars in thousands)
Beginning balance	$	6,256		$	68		$	83
Purchases		13,650			6,423			-
Sales proceeds		-			-			-
Repayments		(1,571	)		(236	)		(15	)
Losses on sales		-			-			-
Premium and discount amortization, net		41			1			-
Ending balance	$	18,376		$	6,256		$	68

SOURCES OF FUNDS

General. Deposits have traditionally been the Bank’s primary source of funds for use in lending and investment activities. In addition to deposits, the Bank derives funds from scheduled loan payments, investment maturities, loan prepayments, retained earnings, income on earning assets, and borrowings. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions, and levels of competition. Borrowings from the FHLB of Indianapolis may be used in the short term to compensate for reductions in deposits or deposit inflows at less than projected levels.

Deposits. Deposits are attracted, principally from within Jefferson County, through the offering of a broad selection of deposit instruments including fixed rate certificates of deposit, NOW, MMDAs and other transaction accounts, individual retirement accounts and savings accounts. The Bank actively solicits and advertises for deposits outside of Jefferson County. Since the opening of our branches in Sellersburg, Indiana (Clark County), Charlestown, Indiana (Clark County), Floyds Knobs, Indiana (Floyd County) and the branch in Carrollton, Kentucky (Carroll County), the Bank’s market area has expanded. Deposits will come from all of our market area. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds remain on deposit and the interest rate. The Bank does not pay a fee for any deposits it receives.

Interest rates paid, maturity terms, service fees and withdrawal penalties are established by the Bank on a periodic basis. Determination of rates and terms are predicated on funds acquisition and liquidity requirements, rates paid by competitors, growth goals and applicable regulations. The Bank relies, in part, on customer service and long-standing relationships with customers to attract and retain its deposits, but also closely prices its deposits in relation to rates offered by its competitors.

The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. The Bank has become more susceptible to short-term fluctuations in deposit flows as customers have become more interest rate conscious. The Bank manages the pricing of its deposits in keeping with its asset/liability management and profitability objectives. Historically, NOW and MMDAs have been relatively stable sources of deposits. However, during 2008, transactional deposits, and primarily NOW and MMDA deposits, shrank from $126.8 million at December 31, 2007 to $118.4 million at December 31, 2008, a reduction of $8.4 million, or 6.6%. The ability of the Bank to attract and maintain certificates of deposit, and the rates paid on these deposits, have been and will continue to be significantly affected by market conditions. As customers pursued more stable deposit products during 2008, certificate of deposit balances grew $36.5 million, or 39.3%, from the balance of $92.9 million as of December 31, 2007 to $129.4 million at December 31, 2008. As certificates of deposit repriced and new certificates were added, the lower interest rates for these items caused a decline in the cost of deposits and the widening of the interest spread, period to period.

An analysis of the Company’s deposit accounts by type, maturity and rate at December 31, 2008 is as follows:

Type of Account	Minimum Opening Balance		Balance at December 31, 2008		% of Deposits			Weighted Average Rate
	(Dollars in thousands)
Withdrawable:
Non-interest bearing accounts		$ 100		$ 21,393		8.63	%		0.00	%
Savings accounts		50		27,338		11.03			1.00
MMDA		2,500		14,859		6.00			1.84
NOW accounts		1,000		54,787		22.11			1.31
Total withdrawable				118,377		47.77			1.04
Certificates (original terms):
I.R.A.		$2,500		$ 7,115		2.87	%		3.54	%
3 month		2,500		30		.01			1.54
6 months		2,500		4,778		1.93			2.79
9 month		2,500		2,618		1.06			3.28
12 months		2,500		20,340		8.21			3.41
15 month		2,500		12,774		5.16			3.21
18 month		2,500		1,501		0.61			3.71
24 months		2,500		4,749		1.92			4.03
30 months		2,500		667		0.27			4.18
36 months		2,500		3,270		1.32			4.03
41 months		2,500		3,173		1.28			4.42
48 months		2,500		2,487		1.00			4.56
60 months		2,500		3,732		1.50			4.24
Jumbo certificates		2,500		62,166		25.09			3.74
Total certificates				129,400		52.23			3.65
Total deposits				$247,777		100.00	%		2.40	%

The following table sets forth by various interest rate categories the composition of time deposits of the Bank at the dates indicated:

	At December 31,
	2008		2007		2006
	(In thousands)
0.00 to 1.00%	$	3,973	$	-	$	-
1.01 to 2.00%		28,895		195		281
2.01 to 3.00%		46,010		298		3,979
3.01 to 4.00%		45,856		14,616		23,050
4.01 to 5.00%		4,666		35,392		45,211
5.01 to 6.00%		-		42,415		29,480
Total	$	129,400	$	92,916	$	102,001

The following table represents, by various interest rate categories, the amounts of time deposits maturing during each of the three years following December 31, 2008. Matured certificates, which have not been renewed as of December 31, 2008, have been allocated based upon certain rollover assumptions.

	Amounts at December 31, 2008 Maturing In
	One Year or Less		Two Years		Three Years		Greater Than Three Years
	(In thousands)
0.00 to 1.00%	$	3,419	$	408	$	4	$	143
1.01 to 2.00%		27,180		1,463		230		22
2.01 to 3.00%		38,326		4,989		2,151		543
3.01 to 4.00%		26,475		5,823		5,173		8,385
4.01 to 5.00%		2,304		938		558		866
Total	$	97,704	$	13,621	$	8,116	$	9,959

The following table indicates the amount of the Bank’s jumbo and other certificates of deposit of $100,000 or more by time remaining until maturity as of December 31, 2008.

	At December 31, 2008
Maturity Period	(In thousands)
Three months or less	$	22,224
Greater than three months through six months		14,253
Greater than six months through twelve months		13,809
Over twelve months		11,880
Total	$	62,166

The following table sets forth the dollar amount of savings deposits in the various types of deposits offered by the Bank at the dates indicated, and the amount of increase or decrease in such deposits as compared to the previous period.

	Deposit Activity
	Balance at December 31, 2008		% of Deposits			Increase (Decrease) from 2007			Balance at December 31, 2007		% of Deposits			Increase (Decrease) from 2006			Balance at December 31, 2006		% of Deposits
	(Dollars in thousands)
Withdrawable:
Noninterest-bearing accounts	$	21,393		8.63	%	$	2,774		$	18,619		8.47	%	$	(721	)	$	19,340		8.78	%
Savings accounts		27,338		11.03			2,608			24,730		11.26			621			24,109		10.95
MMDA		14,859		6.00			(8,955	)		23,814		10.84			7,590			16,224		7.37
NOW accounts		54,787		22.11			(4,816	)		59,603		27.13			1,039			58,564		26.59
Total withdrawable		118,377		47.77			(8,389	)		126,766		57.70			8,529			118,237		53.69
Certificates (original terms):
I.R.A.		7,115		2.87			449			6,666		3.03			(531	)		7,197		3.27
3 months		30		0.01			5			25		0.01			13			12		-
6 months		4,778		1.93			(228	)		5,006		2.28			3,530			1,476		.67
9 months		2,618		1.06			(534	)		3,152		1.44			848			2,304		1.05
12 months		20,340		8.21			9,647			10,693		4.87			(2,320	)		13,013		5.91
15 months		12,774		5.16			(9,385	)		22,159		10.09			6,570			15,589		7.08
18 months		1,501		0.61			(24	)		1,525		0.69			(1,137	)		2,662		1.21
24 months		4,749		1.92			1,751			2,998		1.37			(1,229	)		4,227		1.92
30 months		667		0.27			(85	)		752		0.34			(1,091	)		1,843		.84
36 months		3,270		1.32			2,247			1,023		0.47			(1,499	)		2,522		1.14
41 months		3,173		1.28			2,692			481		0.22			481			-		-
48 months		2,487		1.00			897			1,590		0.72			174			1,416		.64
60 months		3,732		1.50			(616	)		4,348		1.98			(3,850	)		8,198		3.72
Jumbo certificates		62,166		25.09			29,668			32,498		14.79			(9,044	)		41,542		18.86
Total certificates		129,400		52.23			36,484			92,916		42.30			(9,085	)		102,001		46.31
Total deposits	$	247,777		100.00	%	$	28,095		$	219,682		100.00	%	$	(556	)	$	220,238		100.00	%

Borrowings. The Bank focuses on generating high quality loans and then seeks the best source of funding from deposits, investments, or borrowings. At December 31, 2008, the Bank had $90.0 million in FHLB advances. The Bank does not anticipate any difficulty in obtaining advances appropriate to meet its requirements in the future.

The following table presents certain information relating to the Holding Company’s and the Bank’s borrowings at or for the years ended December 31, 2008, 2007, and 2006.

	At or for the Year Ended December 31,
	2008			2007			2006
	(Dollars in thousands)
FHLB Advances and Other Borrowed Money:
Outstanding at end of period	$	97,217		$	102,217		$	95,217
Average balance outstanding for period		100,467			96,884			86,635
Maximum amount outstanding at any month-end during the period		103,217			102,217			95,217
Weighted average interest rate during the period		4.83	%		4.83	%		4.72	%
Weighted average interest rate at end of period		4.61	%		4.76	%		4.76	%

SERVICE CORPORATION SUBSIDIARIES

Office of Thrift Supervision regulations permit federal savings associations to invest in the capital stock, obligations or other specified types of securities of subsidiaries (referred to as “service corporations”) and to make loans to such subsidiaries and joint ventures in which such subsidiaries are participants in an aggregate amount not exceeding 2% of the association’s assets, plus an additional 1% of assets if the amount over 2% is used for specified community or inner-city development purposes. In addition, federal regulations permit associations to make specified types of loans to such subsidiaries (other than special purpose finance subsidiaries) in which the association owns more than 10% of the stock, in an aggregate amount not exceeding 50% of the association’s regulatory capital if the association’s regulatory capital is in compliance with applicable regulations.

A savings association that acquires a non-savings association subsidiary, or that elects to conduct a new activity within a subsidiary, must give the Federal Deposit Insurance Corporation, the Office of Thrift Supervision and the Department of Financial Institutions at least 30 days advance written notice. The Federal Deposit Insurance Corporation may, after consultation with the Office of Thrift Supervision, prohibit specified activities if it determines such activities pose a serious threat to the Deposit Insurance Fund. Moreover, a savings association must deduct from capital, for purposes of meeting the core capital, tangible capital and risk-based capital requirements, its entire investment in and loans to a subsidiary engaged in activities not permissible for a national bank (other than exclusively agency activities for its customers or mortgage banking subsidiaries).

The Bank’s wholly owned subsidiary, Madison 1st Service Corporation, which was incorporated under the laws of the State of Indiana on July 3, 1973, currently holds land but does not otherwise engage in significant business activities. During 2005, the Bank established in Nevada three new subsidiaries - --RVFB Investments, Inc., RVFB Holdings, Inc. and RVFB Portfolio, LLC--to hold and manage a significant portion of the Bank’s investment portfolio. Income from the Nevada investment subsidiary increased from $1.3 million for the year ended December 31, 2007 to $1.5 million for the same period in 2008, an increase of 15.4%. This increase contributed to the decline in the effective tax rate, period to period, as discussed in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation - Comparison of Results of Operations for the Years Ended December 31, 2008 and 2007.

FINANCING SUBSIDIARY

On March 13, 2003, the Company formed the “RIVR Statutory Trust I,” a statutory trust formed under Connecticut law, and filed a Certificate of Trust with the Secretary of the State of Connecticut. The sole purpose of the Trust is to issue and sell certain securities representing undivided beneficial interests in the assets of the Trust and to invest the proceeds thereof in certain debentures of the Company.

EMPLOYEES

As of December 31, 2008, the Bank employed 77 persons on a full-time basis and 20 persons on a part-time basis. None of the employees is represented by a collective bargaining group. Management considers its employee relations to be good.

COMPETITION

The Bank originates most of its loans to and accepts most of its deposits from residents of Jefferson, Floyd and Clark Counties, Indiana, and Trimble and Carroll County, Kentucky. The Bank is subject to competition from various financial institutions, including state and national banks, state and federal savings associations, credit unions and certain non-banking consumer lenders that provide similar services in Jefferson, Floyd and Clark Counties in Indiana, and Trimble, Carroll and Jefferson Counties in Kentucky and which have significantly larger resources available to them than does the Bank. In total, there are 22 financial institutions located in the 6-county market area, including the Bank. The Bank also competes with money market funds with respect to deposit accounts and with insurance companies with respect to individual retirement accounts.

The primary factors influencing competition for deposits are interest rates, service and convenience of office locations. The Bank competes for loan originations primarily through the efficiency and quality of services it provides borrowers and through interest rates and loan fees charged. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors that are not readily predictable.

REGULATION

GENERAL

As a federally-chartered, FDIC-insured savings association, the Bank is subject to extensive regulation by the OTS and the FDIC. For example, the Bank must obtain OTS approval before it may engage in certain activities and must file reports with the OTS regarding its activities and financial condition. The OTS periodically examines the Bank’s books and records and, in conjunction with the FDIC in certain situations, has examination and enforcement powers. This supervision and regulation are intended primarily for the protection of depositors and the federal deposit insurance fund. A savings association must pay a semi-annual assessment to the OTS based upon a marginal assessment rate that decreases as the asset size of the savings association increases, and which includes a fixed-cost component that is assessed on all savings associations. The assessment rate that applies to a savings association depends upon the institution’s size, condition and the complexity of its operations. The Bank’s semi-annual assessment is approximately $46,000.

The Bank is also subject to federal and state regulation as to such matters as loans to officers, directors, or principal shareholders, required reserves, limitations as to the nature and amount of its loans and investments, regulatory approval of any merger or consolidation, issuances or retirements of its securities, and limitations upon other aspects of banking operations. In addition, the Bank’s activities and operations are subject to a number of additional detailed, complex and sometimes overlapping federal and state laws and regulations. These include state usury and consumer credit laws, state laws relating to fiduciaries, the Federal Truth-In-Lending Act and Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, the Fair Credit Reporting Act, the Community Reinvestment Act, anti-redlining legislation, antitrust laws and regulations protecting the confidentiality of consumer financial information.

SAVINGS AND LOAN HOLDING COMPANY REGULATION

As the holding company for the Bank, the Holding Company is regulated as a “non-diversified savings and loan holding company” within the meaning of the Home Owners’ Loan Act, as amended (“HOLA”), and is subject to regulatory oversight by the Director of the OTS. As such, the Holding Company is registered with the OTS and is thereby subject to OTS regulations, examinations, supervision and reporting requirements. As a subsidiary of a savings and loan holding company, the Bank is subject to certain restrictions in its dealings with the Holding Company and with other companies affiliated with the Holding Company.

In general, the HOLA prohibits a savings and loan holding company, without obtaining the prior approval of the Director of the OTS, from acquiring control of another savings association or savings and loan holding company or retaining more than 5% of the voting shares of a savings association or of another holding company which is not a subsidiary. The HOLA also restricts the ability of a director or officer of the Holding Company, or any person who owns more than 25% of the Holding Company’s stock, from acquiring control of another savings association or savings and loan holding company without obtaining the prior approval of the Director of the OTS.

The Holding Company currently operates as a unitary savings and loan holding company. Prior to the enactment of the Gramm-Leach-Bliley Act (the “GLB Act”) in 1999, there were no restrictions on the permissible business activities of a unitary savings and loan holding company. The GLB Act included a provision that prohibits any new unitary savings and loan holding company, defined as a company that acquires a thrift after May 4, 1999, from engaging in commercial activities. This provision also includes a grandfather clause, however, that permits a company that was a savings and loan holding company as of May 4, 1999, or had an application to become a savings and loan holding company on file with the OTS as of that date, to acquire and continue to control a thrift and to continue to engage in commercial activities. Because the Holding Company qualifies under this grandfather provision, the GLB Act did not affect the Holding Company’s authority to engage in diversified business activities.

If the Holding Company were to acquire control of another savings association other than through a merger or other business combination with the Bank, the Holding Company would thereupon become a multiple savings and loan holding company. Except where such acquisition is pursuant to the authority to approve emergency thrift acquisitions and where each subsidiary savings association meets the Qualified Thrift Lender (“QTL”) test, the activities of the Holding Company and any of its subsidiaries (other than the Bank or other subsidiary savings associations) would thereafter be subject to further restrictions. The HOLA provides that, among other things, a multiple savings and loan holding company may not, either directly or acting through a subsidiary that is not a savings association, conduct, any business activity other than (i) furnishing or performing management services for a subsidiary savings association, (ii) conducting an insurance agency or escrow business, (iii) holding, managing, or liquidating assets owned by or acquired from a subsidiary savings association, (iv) holding or managing properties used or occupied by a subsidiary savings association, (v) acting as trustee under deeds of trust, (vi) those activities in which multiple savings and loan holding companies were authorized (by regulation) to directly engage on March 5, 1987, or (vii) those activities authorized by the Federal Reserve Board as permissible for bank holding companies, unless the Director of the OTS by regulation prohibits or limits such activities for savings and loan holding companies. Those activities described in (vii) above must also be approved by the Director of the OTS before a multiple savings and loan holding company may engage in such activities.

The Director of the OTS may also approve acquisitions resulting in the formation of a multiple savings and loan holding company which controls savings associations in more than one state, if the multiple savings and loan holding company involved controls a savings association which operated a home or branch office in the state of the association to be acquired as of March 5, 1987, or if the laws of the state in which the association to be acquired is located specifically permit associations to be acquired by state-chartered associations or savings and loan holding companies located in the state where the acquiring entity is located (or by a holding company that controls such state-chartered savings associations). Also, the Director of the OTS may approve an acquisition resulting in a multiple savings and loan holding company controlling savings associations in more than one state in the case of certain emergency thrift acquisitions.

Notwithstanding the above rules as to permissible business activities of savings and loan holding companies, if the savings association subsidiary of such a holding company fails to meet the QTL test, then such holding company would be deemed to be a bank holding company subject to all of the provisions of the Bank Holding Company Act of 1956 and other statutes applicable to bank holding companies, to the same extent as if the Holding Company were a bank holding company and the Bank were a bank. See Item 1 - Business - Regulation - Qualified Thrift Lender. At December 31, 2008, the Bank’s asset composition was in excess of that required to qualify as a Qualified Thrift Lender.

Indiana law permits federal and state savings association holding companies with their home offices located outside of Indiana to acquire savings associations whose home offices are located in Indiana and savings association holding companies with their principal place of business in Indiana (“Indiana Savings Association Holding Companies”) upon receipt of approval by the Indiana Department of Financial Institutions. Moreover, Indiana Savings Association Holding Companies may acquire savings associations with their home offices located outside of Indiana and savings association holding companies with their principal place of business located outside of Indiana upon receipt of approval by the Indiana Department of Financial Institutions.

No subsidiary savings association of a savings and loan holding company may declare or pay a dividend or make a capital distribution on its permanent or non-withdrawable stock unless it first gives the Director of the OTS 30 days advance notice of such declaration and payment. Any dividend declared during such period or without giving notice shall be invalid.

FEDERAL HOME LOAN BANK SYSTEM

The Bank is a member of the FHLB system, which consists of 12 regional banks. The Federal Housing Finance Board (“FHFB”), an independent agency, controls the FHLB system including the FHLB of Indianapolis. The FHLB system provides a central credit facility primarily for member financial institutions. At December 31, 2008, the Bank’s investment in stock of the FHLB of Indianapolis was $4.9 million. For the fiscal year ended December 31, 2008, the FHLB of Indianapolis paid approximately $183,400 in cash dividends to the Bank. Annualized, this income would have a rate of 5.0%. Due to the various financial difficulties in the financial industry, including the write-down in value of various mortgage-backed securities held by the FHLB of Indianapolis, the dividend rate paid by the FHLB of Indianapolis during the first quarter of 2009 was reduced by 75 basis points from the rate paid for the prior quarter.

All 12 FHLBs are required to provide funds to establish affordable housing programs through direct loans or interest subsidies on advances to members to be used for lending at subsidized interest rates for low-and moderate-income, owner-occupied housing projects, affordable rental housing, and certain other community projects. These contributions and obligations could adversely affect the value of FHLB stock in the future. A reduction in the value of such stock may result in a corresponding reduction in the Bank’s capital.

The FHLB of Indianapolis serves as a reserve or central bank for its member institutions. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB system. It makes advances to members in accordance with policies and procedures established by the FHLB and the Board of Directors of the FHLB of Indianapolis.

All FHLB advances must be fully secured by sufficient collateral as determined by the FHLB. Eligible collateral includes first mortgage loans not more than 90 days delinquent or securities evidencing interests therein, securities (including mortgage-backed securities) issued, insured or guaranteed by the federal government or any agency thereof, cash or FHLB deposits, certain small business and agricultural loans of smaller institutions and real estate with readily ascertainable value in which a perfected security interest may be obtained. Other forms of collateral may be accepted as additional security or, under certain circumstances, to renew outstanding advances. All long-term advances are required to provide funds for residential home financing, and the FHLB has established standards of community service that members must meet to maintain access to long-term advances.

Interest rates charged for advances vary depending upon maturity, the cost of funds to the FHLB of Indianapolis and the purpose of the borrowing.

INSURANCE OF DEPOSITS

The Bank’s deposits are insured by the Deposit Insurance Fund (“DIF”) of the FDIC up to a maximum amount, which is generally $250,000 per depositor until January 1, 2010, subject to aggregation rules. The enactment of the Emergency Economic Stabilization Act of 2008 (“EESA”) temporarily raised this amount from $100,000 to $250,000, but the limit will return to $100,000 after December 31, 2009.

Insured depository institutions that were in existence on December 31, 1996 and paid assessments prior to that date (or their successors) were entitled to a one-time credit against future assessments based on their past contributions to the BIF or SAIF (the DIF’s predecessors). In 2007, the Bank received a one-time credit against future assessments in the amount of $178,000.

Pursuant to the Reform Act, the FDIC is authorized to set the reserve ratio for the DIF annually at between 1.15% and 1.5% of estimated insured deposits and the FDIC has been given discretion to set assessment rates according to risk regardless of the level of the fund reserve ratio. The FDIC adopted final regulations that set the designated reserve ratio for the DIF at 1.25% beginning January 1, 2007. Federal law also provides for the possibility that the FDIC may pay dividends to insured institutions once the DIF reserve ratio equals or exceeds 1.35% of estimated insured deposits.

The Bank is subject to deposit insurance assessments by the FDIC pursuant to its regulations establishing a risk-related deposit insurance assessment system. Under the risk-based assessment system, the FDIC will evaluate each institution’s risk based on three primary sources of information: supervisory ratings for all insured institutions, financial ratios for most institutions and long-term debt issuer ratings for large institutions that have such ratings. An institution’s assessment rate will be based on the insured institution’s ranking in one of four risk categories. For 2008, assessments ranged from 5 to 43 basis points of assessable deposits, and the Bank paid assessments at the rate of 5.56 basis points for each $100 of insured deposits.

Due to losses incurred by the DIF in 2008 from failed institutions, and anticipated future losses, the FDIC published a restoration plan in 2008 designed to replenish the DIF. In order to implement the restoration plan, the FDIC proposes to change both its risk-based assessment system and its base assessment rates. For the first quarter of 2009, the FDIC has adopted an across-the-board 7 basis point increase in the assessment range. The FDIC has also adopted further refinements to its risk-based assessment, effective April 1, 2009, that make the range of total base assessment rates 7 to 77 1/2 basis points, starting with the quarter beginning April 1, 2009. The FDIC may adjust the scale uniformly from one quarter to the next, except that no adjustment can exceed 3 basis points from the base scale without notice and comment rulemaking. No institution may pay a dividend if in default of the federal deposit insurance assessment.

A significant increase in the risk category of the Bank or adjustment to the base assessment rates causing increased insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future.

FDIC-insured institutions remain subject to the requirement to pay quarterly debt service assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation (“FICO”), an agency of the Federal government established to recapitalize the predecessor to the SAIF. These assessments will continue until the FICO bonds are repaid between 2017 and 2019. During 2008, the FICO assesment rate ranged between 1.10 and 1.14 basis points for each $100 of insured deposits per quarter. For the first quarter of 2009, the FICO assessment rate is 1.14 basis points.

As another response to difficult economic conditions, the FDIC adopted an optional Temporary Liquidity Guarantee Program by which, for a fee, noninterest bearing transaction accounts would receive unlimited insurance coverage until December 31, 2009 and, for a fee, certain senior unsecured debt issued by institutions and their holding companies between October 13, 2008 and June 30, 2009 would be guaranteed by the FDIC through June 30, 2012. The Bank made the business decision to participate in the unlimited noninterest bearing transaction account coverage, and the Bank and the Company elected to participate in the unsecured debt guarantee program. The assessments for such enhanced protection will total 85 basis points per $100 of insured deposits during 2009.

The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe and unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed in writing by, or written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital.

On February 27, 2009, the FDIC announced the imposition of a special assessment and changes to assessment rates for the risk-based assessment system that will take effect beginning April 1, 2009. The FDIC adopted an interim rule that imposes a special assessment of 20 basis points as of June 30, 2009, which is to be collected on September 30, 2009. Then, on March 5, 2009, FDIC Chairman Sheila Bair announced that if Congress adopts legislation expanding the FDIC’s line of credit with Treasury from $30 billion to $100 billion, the FDIC might have the flexibility to reduce the special emergency assessment, possibly from 20 to 10 basis points. Assuming that deposit levels remain constant, we anticipate that the special assessment for the Bank would total approximately $473,000 at the 20 basis points level, but if the FDIC is able to reduce the special assessment to 10 basis points, the Bank’s assessment would total approximately $236,000.

The FDIC’s rule also provides for the imposition of additional special assessments of up to 10 basis points if necessary. The FDIC also announced an amendment to the restoration plan to extend the period of the plan from five to seven years.

While the Company has not fully evaluated the impact the increased assessment rates and the pending special assessment will have on the 2009 financial results, it is anticipated the impact will be material to the 2009 results of operations.

SAVINGS ASSOCIATION REGULATORY CAPITAL

Currently, savings associations are subject to three separate minimum capital-to-assets requirements: (i) a leverage limit, (ii) a tangible capital requirement, and (iii) a risk-based capital requirement. The leverage limit requires that savings associations maintain “core capital” of at least 3% of total assets. Core capital is generally defined as common shareholders’ equity (including retained earnings), non-cumulative perpetual preferred stock and related surplus, certain minority equity interests in subsidiaries, qualifying supervisory goodwill, purchased mortgage servicing rights and purchased credit card relationships (subject to certain limits) less non-qualifying intangibles. The OTS requires a core capital level of 3% of total adjusted assets for savings associations that receive the highest supervisory rating for safety and soundness, and no less than 4% for all other savings associations.

Under the tangible capital requirement, a savings association must maintain tangible capital (core capital less all intangible assets except purchased mortgage servicing rights which may be included after making the above-noted adjustment in an amount up to 100% of tangible capital) of at least 1.5% of total assets. Under the risk-based capital requirements, a minimum amount of capital must be maintained by a savings association to account for the relative risks inherent in the type and amount of assets held by the savings association.

The risk-based capital requirement requires a savings association to maintain capital (defined generally for these purposes as core capital plus general valuation allowances and permanent or maturing capital instruments such as preferred stock and subordinated debt less assets required to be deducted) equal to 8.0% of risk-weighted assets. Assets are ranked as to risk in one of four categories (0-100%). A credit risk-free asset, such as cash, requires no risk-based capital, while an asset with a significant credit risk, such as a non-accrual loan, requires a risk factor of 100%. Moreover, a savings association must deduct from capital, for purposes of meeting the core capital, tangible capital and risk-based capital requirements, its entire investment in and loans to a subsidiary engaged in activities not permissible for a national bank (other than exclusively agency activities for its customers or mortgage banking subsidiaries). At December 31, 2008, the Bank was in compliance with all capital requirements imposed by law.

If an association is not in compliance with the capital requirements, the OTS is required to prohibit asset growth and to impose a capital directive that may restrict, among other things, the payment of dividends and officers’ compensation. In addition, the OTS and the FDIC generally are authorized to take enforcement actions against a savings association that fails to meet its capital requirements. These actions may include restricting the operations activities of the association, imposing a capital directive, cease and desist order, or civil money penalties, or imposing harsher measures such as appointing a receiver or conservator or forcing the association to merge into another institution.

PROMPT CORRECTIVE REGULATORY ACTION

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FedICIA”) requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For these purposes, FedICIA establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. At December 31, 2008, the Bank was categorized as “well capitalized,” meaning that its total risk-based capital ratio exceeded 10%, its Tier I risk-based capital ratio exceeded 6%, its leverage ratio exceeded 5%, and it was not subject to a regulatory order, agreement or directive to meet and maintain a specific capital level for any capital measure.

The FDIC may order savings associations which have insufficient capital to take corrective actions. For example, a savings association which is categorized as “undercapitalized” would be subject to growth limitations and would be required to submit a capital restoration plan, and a holding company that controls such a savings association would be required to guarantee that the savings association complies with the restoration plan. “Significantly undercapitalized” savings associations would be subject to additional restrictions. Savings associations deemed by the FDIC to be “critically undercapitalized” would be subject to the appointment of a receiver or conservator.

DIVIDEND LIMITATIONS

The OTS also restricts the amount of “capital distributions” that may be made by savings associations. The applicable regulation defines a capital distribution as a distribution of cash or other property to a savings association’s owners, made on account of their ownership. This definition includes a savings association’s payment of cash dividends to shareholders, or any payment by a savings association to repurchase, redeem, retire, or otherwise acquire any of its shares or debt instruments that are included in total capital, and any extension of credit to finance an affiliate’s acquisition of those shares or interests. The amended regulation does not apply to dividends consisting only of a savings association’s shares or rights to purchase such shares.

The regulation exempts certain savings associations from filing either a notice or an application with the OTS before making any capital distribution, and requires a savings association to file an application for approval of a proposed capital distribution with the OTS if the association is not eligible for expedited treatment under OTS’s application processing rules, or the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the savings association’s net income for that year to date plus the savings association’s retained net income for the preceding two years (the “retained net income standard”). A savings association must also file an application for approval of a proposed capital distribution if, following the proposed distribution, the association would not be at least adequately capitalized under the OTS prompt corrective action regulations, or if the proposed distribution would violate a prohibition contained in any applicable statute, regulation, or agreement between the association and the OTS or the FDIC.

The regulation requires a savings association to file a notice of a proposed capital distribution in lieu of an application if the association or the proposed capital distribution do not meet the conditions described above, and: (1) the savings association will not be at least as well capitalized (as defined under the OTS prompt corrective action regulations) following the capital distribution; (2) the capital distribution would reduce the amount of, or retire any part of the savings association’s common or preferred stock, or retire any part of debt instruments such as notes or debentures included in the association’s capital under the OTS capital regulation; or (3) the savings association is a subsidiary of a savings and loan holding company. Because the Bank is a subsidiary of a savings and loan holding company, this latter provision requires, at a minimum, that the Bank file a notice with the OTS 30 days before making any capital distributions to the Holding Company.

In addition to these regulatory restrictions, the Bank’s Plan of Conversion imposes additional limitations on the amount of capital distributions it may make to the Holding Company. The Plan of Conversion requires the Bank to establish and maintain a liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders and prohibits the Bank from making capital distributions to the Holding Company if its net worth would be reduced below the amount required for the liquidation account.

LIMITATIONS ON RATES PAID FOR DEPOSITS

Regulations promulgated by the FDIC pursuant to FedICIA place limitations on the ability of insured depository institutions to accept, renew or roll over deposits by offering rates of interest which are significantly higher than the prevailing rates of interest on deposits offered by other insured depository institutions having the same type of charter in the institution’s normal market area. Under these regulations, “well-capitalized” depository institutions may accept, renew, or roll such deposits over without restriction, “adequately capitalized” depository institutions may accept, renew or roll such deposits over with a waiver from the FDIC (subject to certain restrictions on payments of rates) and “undercapitalized” depository institutions may not accept, renew or roll such deposits over. The regulations contemplate that the definitions of “well capitalized,” “adequately capitalized” and “undercapitalized” will be the same as the definition adopted by the agencies to implement the corrective action provisions of FedICIA. Management does not believe that these regulations will have a materially adverse effect on the Bank’s current operations.

LIQUIDITY

The Financial Regulatory Relief and Economic Efficiency Act of 2000 repealed the former statutory requirement that all savings associations maintain an average daily balance of liquid assets in a minimum amount of not less than 4% or more than 10% of their withdrawable accounts plus short-term borrowings. The OTS adopted a rule that implemented this revised statutory requirement, although savings associations remain subject to the OTS regulation that requires them to maintain sufficient liquidity to ensure their safe and sound operation.

SAFETY AND SOUNDNESS STANDARDS

The federal banking agencies have adopted final safety and soundness standards for all insured depository institutions. The standards, which were issued in the form of guidelines rather than regulations, relate to internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation, interest rate exposure, asset quality and earnings standards. In general, the standards are designed to assist the federal banking agencies in identifying and addressing problems at insured depository institutions before capital becomes impaired. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to submit a compliance plan. Failure to submit a compliance plan may result in enforcement proceedings.

REAL ESTATE LENDING STANDARDS

OTS regulations require savings associations to establish and maintain written internal real estate lending policies. Each association’s lending policies must be consistent with safe and sound banking practices and be appropriate to the size of the association and the nature and scope of its operations. The policies must establish loan portfolio diversification standards; establish prudent underwriting standards, including loan-to-value limits, that are clear and measurable; establish loan administration procedures for the association’s real estate portfolio; and establish documentation, approval and reporting requirements to monitor compliance with the association’s real estate lending policies. The association’s written real estate lending policies must be reviewed and approved by the association’s Board of Directors at least annually. Further, each association is expected to monitor conditions in its real estate market to ensure that its lending policies continue to be appropriate for current market conditions.

LOANS TO ONE BORROWER

Under OTS regulations, the Bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of its unimpaired capital and surplus. Additional amounts may be lent, not in excess of 10% of unimpaired capital and surplus, if such loans or extensions of credit are fully secured by readily marketable collateral, including certain debt and equity securities but not including real estate. In some cases, a savings association may lend up to 30 percent of unimpaired capital and surplus to one borrower for purposes of developing domestic residential housing, provided that the association meets its regulatory capital requirements and the OTS authorizes the association to use this expanded lending authority. At December 31, 2008, the Bank had one relationship of $4.9 million that exceeded the legal lending limit as of that date, $4.8 million. That loan complied with the legal lending limit at the time it was made, and is still a legally compliant loan, but currently exceeds the lending limit because of a reduction in capital at the Bank level following a dividend declaration by the Bank. While the current economic conditions can quickly change lending relationships, at this time management does not believe that the loans-to-one-borrower limits will have a significant impact on the Bank’s business operations or earnings.

QUALIFIED THRIFT LENDER

Savings associations must meet a QTL test that requires the association to maintain an appropriate level of qualified thrift investments (“QTIs”) (primarily residential mortgages and related investments, including certain mortgage-related securities) and otherwise to qualify as a QTL. The required percentage of QTIs is 65% of portfolio assets (defined as all assets minus intangible assets, property used by the association in conducting its business and liquid assets equal to 10% of total assets). Certain assets are subject to a percentage limitation of 20% of portfolio assets. In addition, savings associations may include shares of stock of the FHLBs, FNMA, and FHLMC as QTIs. Compliance with the QTL test is determined on a monthly basis in nine out of every twelve months. As of December 31, 2008, the Bank was in compliance with its QTL requirement, with approximately 73.6% of its portfolio assets invested in QTIs.

A savings association which fails to meet the QTL test must either convert to a bank or be subject to the following penalties: (i) it may not enter into any new activity except for those permissible for a national bank and for a savings association; (ii) its branching activities shall be limited to those of a national bank; and (iii) it shall be bound by regulations applicable to national banks respecting payment of dividends. Three years after failing the QTL test the association must dispose of any investment or activity not permissible for a national bank and a savings association. If such a savings association is controlled by a savings and loan holding company, then such holding company must, within a prescribed time period, become registered as a bank holding company and become subject to all rules and regulations applicable to bank holding companies (including restrictions as to the scope of permissible business activities).

ACQUISITIONS OR DISPOSITIONS AND BRANCHING

The Bank Holding Company Act specifically authorizes a bank holding company, upon receipt of appropriate regulatory approvals, to acquire control of any savings association or holding company thereof wherever located. Similarly, a savings and loan holding company may acquire control of a bank. Moreover, federal savings associations may acquire or be acquired by any insured depository institution. Regulations promulgated by the Federal Reserve Board restrict the branching authority of savings associations acquired by bank holding companies. Savings associations acquired by bank holding companies may be converted to banks, but as such they become subject to branching and activity restrictions applicable to banks.

Subject to certain exceptions, commonly-controlled banks and savings associations must reimburse the FDIC for any losses suffered in connection with a failed bank or savings association affiliate. Institutions are commonly controlled if one is owned by another or if both are owned by the same holding company. Such claims by the FDIC under this provision are subordinate to claims of depositors, secured creditors, and holders of subordinated debt, other than affiliates.

The OTS has adopted regulations which permit nationwide branching to the extent permitted by federal statute. Federal statutes permit federal savings associations to branch outside of their home state if the association meets the domestic building and loan test in §7701(a)(19) of the Internal Revenue Code of 1986, as amended (the “Code”) or the asset composition test of §7701(c) of the Code. Branching that would result in the formation of a multiple savings and loan holding company controlling savings associations in more than one state is permitted if the law of the state in which the savings association to be acquired is located specifically authorizes acquisitions of its state-chartered associations by state-chartered associations or their holding companies in the state where the acquiring association or holding company is located. Moreover, Indiana banks and savings associations are permitted to acquire other Indiana banks and savings associations and to establish branches throughout Indiana.

Finally, The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”) permits bank holding companies to acquire banks in other states and, with state consent and subject to certain limitations, allows banks to acquire out-of-state branches either through merger or de novo expansion. The State of Indiana enacted legislation establishing interstate branching provisions for Indiana state-chartered banks consistent with those established by the Riegle-Neal Act (the “Indiana Branching Law”). The Indiana Branching Law, which became effective in 1996, authorizes Indiana banks to branch interstate by merger or de novo expansion, provided that such transactions are not permitted to out-of-state banks unless the laws of their home states permit Indiana banks to merge or establish de novo banks on a reciprocal basis.

TRANSACTIONS WITH AFFILIATES

The Bank is subject to Sections 22(h), 23A and 23B of the Federal Reserve Act, which limits credit transactions between a bank or savings association and its executive officers and its affiliates. These provisions also prescribe terms and conditions deemed to be consistent with safe and sound banking practices for transactions between a financial institution and its affiliates, and restrict the types of collateral security permitted in connection with a financial institution’s extension of credit to an affiliate.

FEDERAL SECURITIES LAW

The shares of Common Stock of the Holding Company have been registered with the SEC under the Securities Exchange Act (the “1934 Act”). The Holding Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the 1934 Act and the rules of the SEC thereunder. If the Holding Company has fewer than 300 shareholders, it may deregister its shares under the 1934 Act and cease to be subject to the foregoing requirements.

Shares of Common Stock held by persons who are affiliates of the Holding Company may not be resold without registration unless sold in accordance with the resale restrictions of Rule 144 under the Securities Act of 1933. If the Holding Company meets the current public information requirements under Rule 144, each affiliate of the Holding Company who complies with the other conditions of Rule 144 (including those that require the affiliate’s sale to be aggregated with those of certain other persons) would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of (i) 1% of the outstanding shares of the Holding Company or (ii) the average weekly volume of trading in such shares during the preceding four calendar weeks.

SARBANES-OXLEY ACT OF 2002

The Holding Company is subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Sarbanes-Oxley Act’s stated goals include enhancing corporate responsibility, increasing penalties for accounting and auditing improprieties at publicly traded companies and protecting investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the Securities and Exchange Commission under the 1934 Act.

Among other things, the Sarbanes-Oxley Act creates the Public Company Accounting Oversight Board as an independent body subject to SEC supervision with responsibility for setting auditing, quality control and ethical standards for auditors of public companies. The Sarbanes-Oxley Act also requires public companies to make faster and more-extensive financial disclosures, requires the chief executive officer and chief financial officer of public companies to provide signed certifications as to the accuracy and completeness of financial information filed with the SEC, and provides enhanced criminal and civil penalties for violations of the federal securities laws.

The Sarbanes-Oxley Act also addresses functions and responsibilities of audit committees of public companies. The statute makes the audit committee directly responsible for the appointment, compensation and oversight of the work of the company’s outside auditor, and requires the auditor to report directly to the audit committee. The Sarbanes-Oxley Act authorizes each audit committee to engage independent counsel and other advisors, and requires a public company to provide the appropriate funding, as determined by its audit committee, to pay the company’s auditors and any advisors that its audit committee retains. The Sarbanes-Oxley Act also requires public companies to include an internal control report and assessment by management, along with an attestation to this report prepared by the company’s registered public accounting firm in certain cases, in their annual reports to stockholders.

The Holding Company continues to incur additional expense in complying with the provisions of the Sarbanes-Oxley Act and the resulting regulations, but management does not expect that such compliance will have a material impact on the Holding Company’s results of operations or financial condition.

COMMUNITY REINVESTMENT ACT MATTERS

Federal law requires that ratings of depository institutions under the Community Reinvestment Act of 1977 (“CRA”) be disclosed. The disclosure includes both a four-unit descriptive rating - outstanding, satisfactory, needs to improve, and substantial noncompliance - and a written evaluation of an institution’s performance. Each FHLB is required to establish standards of community investment or service that its members must maintain for continued access to long-term advances from the FHLBs. The standards take into account a member’s performance under the CRA and its record of lending to first-time home buyers. The OTS has designated the Bank’s record of meeting community credit needs as satisfactory.

PREDATORY LENDING

The Federal Reserve Board issued a regulation that became effective on October 1, 2002 that is aimed at curbing “predatory lending.” The term “predatory lending” encompasses a variety of practices, but the term generally is used to refer to abusive lending practices involving fraud, deception or unfairness. Predatory lending typically involves one or more of the following: (i) making unaffordable loans based on the assets of the borrower rather than on the borrower’s ability to repay an obligation (“asset-based lending”); (ii) inducing a borrower to refinance a loan repeatedly in order to charge high points and fees each time the loan is refinanced (“loan flipping”); or (iii) engaging in fraud or deception to conceal the true nature of the loan obligation from an unsuspecting or unsophisticated borrower. The Federal Reserve Board amended Regulation Z to broaden the scope of loans subject to the protections of the Home Ownership and Equity Protection Act of 1994 (“HOEPA”). Among other things, the regulation brings within the scope of HOEPA first-lien mortgage loans with interest rates that are at least 8 percentage points above Treasury securities having a comparable maturity. In addition, the regulation requires that the cost of optional insurance and similar debt protection products paid by a borrower at closing be included in calculating the finance charge paid by the borrower. HOEPA coverage is triggered if such finance charges exceed 8 percent of the total loan. Finally, the regulation restricts creditors from engaging in repeated refinancings of their own HOEPA loans over a short time period when the transactions are not in the borrower’s interest. Lenders that violate the rules face cancellation of loans and penalties equal to the finance charges paid. The Bank does not anticipate that these provisions, or any similar state predatory lending regulations, will materially affect its financial condition or results of operations.

USA PATRIOT ACT OF 2001

The USA PATRIOT Act of 2001 (the “PATRIOT Act”) is intended to strengthen the ability of U.S. Law Enforcement to combat terrorism on a variety of fronts. The PATRIOT Act contains sweeping anti-money laundering and financial transparency laws and requires financial institutions to implement additional policies and procedures with respect to, or additional measures designed to address, any or all the following matters, among others: money laundering, suspicious activities and currency transaction reporting, and currency crimes. Many of the provisions in the PATRIOT Act were to have expired December 31, 2005, but the U.S. Congress authorized renewals that extended the provisions until March 10, 2006. In early March 2006, the U.S. Congress approved the USA PATRIOT Improvement and Reauthorization Act of 2005 (the “Reauthorization Act”) and the USA PATRIOT Act Additional Reauthorizing Amendments Act of 2006 (the “PATRIOT Act Amendments”), and they were signed into law by President Bush on March 9, 2006. The Reauthorization Act makes permanent all but two of the provisions that had been set to expire and provides that the remaining two provisions, which relate to surveillance and the production of business records under the Foreign Intelligence Surveillance Act, will expire in four years. The PATRIOT Act Amendments include provisions allowing recipients of certain subpoenas to obtain judicial review of nondisclosure orders and clarifying the use of certain subpoenas to obtain information from libraries. The Company does not anticipate that these changes will materially affect its operations.

RECENT LEGISLATIVE DEVELOPMENTS

In response to recent unprecedented financial market turmoil, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted on October 3, 2008. EESA authorizes the U.S. Treasury Department to provide up to $700 billion in funding for the financial services industry. Pursuant to the EESA, the Treasury was initially authorized to use $350 billion for the Troubled Asset Relief Program (“TARP”). Of this amount, the Treasury allocated $250 billion to the TARP Capital Purchase Program (“CPP”). The CPP allows financial institutions, like the Company, to issue non-voting preferred stock to the Treasury in an amount ranging between 1% and 3% of its total risk-weighted assets. On January 15, 2009, the second $350 billion of TARP monies was released to the Treasury. The Secretary’s authority under TARP expires on December 31, 2009 unless the Secretary certifies to Congress that extension is necessary provided that his authority may not be extended beyond October 3, 2010. The Company has decided not to participate in the TARP CPP, as discussed further in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation.

In addition, on October 14, 2008, after receiving a recommendation from the boards of the FDIC and the Board of Governors of the Federal Reserve System, and consulting with the President, Secretary Paulson signed the systemic risk exception to the Federal Deposit Insurance Act, enabling the FDIC to temporarily provide a 100% guarantee of the senior debt of all FDIC-insured institutions and their holding companies, as well as unlimited deposit insurance on funds in non-interest bearing transaction deposit accounts under a Temporary Liquidity Guarantee Program. Coverage under the Temporary Liquidity Guarantee Program is available to those who opt in to one or both of the programs at a cost of 75 basis points per annum for senior unsecured debt and 10 basis points per annum for non-interest bearing transaction deposits. The Bank made the business decision to participate in the Transaction Account Guarantee Program, which provides, without charge to depositors, a full guarantee on all non-interest bearing transaction accounts through December 31, 2009. Also, the Bank and the Company elected to participate in the Debt Guarantee Program, which provides for the guarantee of eligible newly issued senior unsecured debt, although we do not contemplate issuing any guaranteed debt under the program at this time.

The American Recovery and Reinvestment Act of 2009 (“ARRA”), signed into law on February 17, 2009, amended the EESA as it applies to institutions that receive financial assistance under TARP. ARRA, more commonly known as the economic stimulus or economic recovery package, includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients until the institution has repaid the Treasury.

In addition, the Internal Revenue Service (“IRS”) has issued an unprecedented wave of guidance in response to the credit crisis, including a relaxation of limits on the ability of financial institutions that undergo an “ownership change” to utilize their pre-change net operating losses and net unrealized built-in losses. The relaxation of these limits may make significantly more attractive the acquisition of financial institutions whose tax basis in their loan portfolios significantly exceeds the fair market value of those portfolios.

Before and after EESA, there have been numerous actions by the Federal Reserve Board, Congress, the Treasury, the FDIC, the IRS, the SEC and others to further the economic and banking industry stabilization efforts. It remains unclear at this time what further legislative and regulatory measures will be implemented affecting the Company. To date, the Company or the Bank has elected to participate only in the FDIC’s Debt Guarantee Program and Transaction Account Guarantee Program. Both of these programs are part of the FDIC’s Temporary Liquidity Guarantee Program and are further discussed in Item 1 - Business - Regulation - Insurance of Deposits.

TAXATION

FEDERAL TAXATION

Historically, savings associations, such as the Bank, have been permitted to compute bad debt deductions using either the bank experience method or the percentage of taxable income method. However, for years beginning after December 31, 1995, the Bank can no longer use the percentage of taxable income method of computing its allowable tax bad debt deduction and instead must compute its allowable deduction using the experience method. In addition, the pre-1988 reserve, for which no deferred taxes have been recorded, will not have to be recaptured into income unless (i) the Bank no longer qualifies as a bank under the Code or (ii) excess dividends or distributions are paid out by the Bank or the Bank redeems its own stock.

Depending on the composition of its items of income and expense, a savings association may be subject to the alternative minimum tax. A savings association must pay an alternative minimum tax equal to the amount (if any) by which 20% of alternative minimum taxable income (“AMTI”), as reduced by an exemption varying with AMTI, exceeds the regular tax due. AMTI equals regular taxable income increased or decreased by certain tax preferences and adjustments, including depreciation deductions in excess of that allowable for alternative minimum tax purposes, tax-exempt interest on most private activity bonds issued after August 7, 1986 (reduced by any related interest expense disallowed for regular tax purposes), the amount of the bad debt reserve deduction claimed in excess of the deduction based on the experience method and 75% of the excess of adjusted current earnings over AMTI (before this adjustment and before any alternative tax net operating loss). AMTI may be reduced only up to 90% by net operating loss carryovers, but alternative minimum tax paid can be credited against regular tax due in later years.

For federal income tax purposes, the Company has been reporting its income and expenses on the accrual method of accounting. The Company’s federal income tax returns have not been audited in recent years.

STATE TAXATION

The Company is subject to Indiana’s Financial Bank Tax (“IFBT”), which is imposed at a flat rate of 8.5% on apportioned “adjusted gross income.” “Adjusted gross income,” for purposes of IFBT, begins with taxable income as defined by Section 63 of the Code and, thus, incorporates federal tax law to the extent that it affects the computation of taxable income. Federal taxable income is then adjusted by several Indiana modifications. Other applicable state taxes include generally applicable sales and use taxes plus real and personal property taxes. The Company’s state income tax returns have not been audited in recent years.

The Company is subject to Kentucky’s Bank Franchise Tax (“KBFT”), which is imposed at a flat rate of 1.1% on apportioned “net capital.” For purposes of the KBFT, “net capital” is determined by (1) adding together the Company’s paid-in capital stock, surplus, undivided profits, capital reserves, net unrealized gains or losses on certain securities, and cumulative foreign currency translation adjustments and (2) deducting from the total an amount equal to the same percentage of the total as the book value of U.S. obligations and Kentucky obligations bears to the book value of the total assets of the Company. “Kentucky obligations” are all obligations of the state, counties, municipalities, taxing districts, and school districts that are exempt from taxation under Kentucky law. Other applicable state taxes include generally applicable sales and use taxes as well as Kentucky bank deposit and local deposit taxes which are generally imposed on the Company with respect to the deposits of Kentucky resident individuals at rates of .001% and .025%, respectively.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

The following table provides certain information with respect to the Bank’s offices as of December 31, 2008.

Description and Address	Owned or Leased	Year Opened	Total Deposits(in thousands)		Net Book Value of Property, Furniture & Fixtures (in thousands)		Approximate Square Footage
Locations in Madison, Indiana:
Downtown Office:
233 East Main Street	Owned	1952	$	38,961	$	359		9,110
Drive-Through Branch:
401 East Main Street	Owned	1984				225		420
Hilltop Location:
430 Clifty Drive	Owned	1983		169,412		2,722		18,696
Wal-Mart Banking Center:
567 Ivy Tech Drive	Leased	1995		7,405		17		517

Location in Hanover, Indiana:
10 Medical Plaza Drive	Owned	1995		9,918		376		1,344

Location in Charlestown, Indiana:
1025 Highway 62	Leased/Land	2002		3,265		509		1,500

Location in Sellersburg, Indiana:
Highway 311	Owned	2005		8,866		2,695		13,000

Location in Floyds Knobs, Indiana
3660 Paoli Pike	Leased	2008		6,256		603		3,000

Location in Carrollton, Kentucky:
1501 Highland Avenue	Leased	2003		3,694		198		1,656

The Bank owns computer and data processing equipment which is used for transaction processing, loan origination, and accounting. The net book value of electronic data processing equipment owned by the Bank was approximately $272,000 at December 31, 2008.

The Bank operates 13 automated teller machines (“ATMs”), one at each office location (the main office has two), one at Hanover College, in Hanover, Indiana, one in the Big Lots parking lot in Madison, one at Great Escape Theatres in New Albany, Indiana, one at Sellersburg, Indiana, and one at Butler Mall in Carrolton, Kentucky. The Bank’s ATMs participate in the Passport® network.

The Bank performs its own data processing and reporting services.

ITEM 3. LEGAL PROCEEDINGS.

As previously reported, most recently in the Form 10-Q for the quarter ended September 30, 2008, Cecilia Means filed a putative class action complaint in the Marion County Superior Court, Marion County, Indiana, on behalf of herself and others who paid funds into a pre-need trust (the “Pre-Need Trust”) for burial services and merchandise from Grandview Memorial Gardens, against the Bank, a former trustee of the Pre-Need Trust; three other banks that serve or have served as trustees of the Pre-Need Trust; and the current and former owners of Grandview Memorial Gardens. The complaint alleges that the Bank and other trustees did not properly account for funds placed in the Pre-Need Trust and did not properly verify the legitimacy of disbursements from the Pre-Need Trust in violation of certain state statutes and in breach of the trustees’ alleged fiduciary duties. The complaint is not specific as to the amount of damages sought but states that the plaintiff believes that the Pre-Need Trust has an estimated $4 million in unfunded liabilities. The Bank denied the plaintiffs’ allegations but, as previously reported, the Bank, along with the other trustee defendants, agreed to terms for a settlement of the plaintiffs’ claims. Pursuant to the settlement agreement, the Bank contributed $110,000 into an escrow account established for the settlement fund. The settlement was submitted to the court for approval, and the court signed a preliminary approval order. At a final hearing on the approval order on January 23, 2009, the court entered a final judgment approving the class action settlement. The judgment was not appealed. The Bank has no further obligations under the settlement agreement and has been released by the class members from all claims relating to the Pre-Need Trust.

Except as disclosed above, neither the Holding Company nor the Bank is a party to any pending legal proceedings, other than routine litigation incidental to the Holding Company’s or the Bank’s business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of the Holding Company’s shareholders during the quarter ended December 31, 2008.

ITEM 4.5. EXECUTIVE OFFICERS OF THE REGISTRANT.

The executive officers of the Holding Company are identified below. The executive officers of the Bank are elected annually by the Holding Company’s Board of Directors.

Name	Position with the Holding Company	Position with the Bank

Matthew P. Forrester	President and Chief Executive Officer	President and Chief Executive Officer
Lonnie D. Collins	Secretary	Secretary
Vickie L. Grimes	Treasurer	Vice President of Finance
Anthony D. Brandon		Executive Vice President
Mark A. Goley		Vice President of Lending
William H. Hensler		Vice President – Wealth Management
John Muessel		Vice President – Trust Officer

Matthew P. Forrester (age 52) has served as the Bank and Holding Company President and Chief Executive Officer since October 1999. Prior to that, Mr. Forrester served as the Chief Financial Officer for Home Loan Bank in Fort Wayne, Indiana and Senior Vice President and Treasurer for its holding company, Home Bancorp. Prior to joining Home Loan Bank, Mr. Forrester was an examiner for the Indiana Department of Financial Institutions.

Lonnie D. Collins (age 60) has served as Secretary of the Bank since September 1994 and as Secretary of the Holding Company since 1996. Mr. Collins has also practiced law since October 1975 and has served as the Bank’s outside counsel since 1980.

Vickie L. Grimes (age 53) has served as Vice President - Finance since May of 2007. Prior to that she acted as Controller for the Bank from September of 2006 until May of 2007. She also served as the Bank’s Internal Auditor from 2003 to September 2006, and as an accountant with the Bank from 2000 to 2003. Prior to that, she served as the Accounting Manager for a financial institution in Pueblo, Colorado.

Anthony D. Brandon (age 37) has served as Executive Vice President since July 29, 2005, and as Vice President of Loan Administration of the Bank since September of 2001. Prior to his appointment as Executive Vice President, he served as Vice President of Loan Administration. Prior to joining the Bank, he served as President of Republic Bank of Indiana.

Mark A. Goley (age 53) has served as Vice President of Loan Services since 1997. From 1989 to 1997, he served as Senior Loan Officer for Citizens.

William H. Hensler (age 45) has served as Vice President – Wealth Management since June of 2006. Prior to joining the Bank he served as a financial consultant with Hilliard Lyons.

John Muessel (age 56) has served as Vice President - Trust Officer since April of 2002. Prior to joining the Bank, he served as Trust Officer of National City Bank of Indiana.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information and Dividends

There were 1,500,322 common shares of River Valley Bancorp outstanding at February 23, 2009, held of record by approximately 337 shareholders. The number of shareholders does not reflect the number of persons or entities who may hold stock in nominee or “street name.” Since December 1996, the Company’s common shares have been listed on The NASDAQ Capital Market (formerly called the NASDAQ SmallCap Market) (“NASDAQ”), under the symbol “RIVR.” On December 26, 2003, the shares of River Valley underwent a 2-for-1 stock split in order to create a more liquid market for the stock.

Presented below are the high and low sale prices for the Holding Company’s common shares, as well as cash distributions paid thereon since January 2006. Such sales prices do not include retail financial markups, markdowns or commissions. Information relating to sales prices has been obtained from NASDAQ.

Quarter Ended	High		Low		Cash Distributions
2008
December 31	$	15.88	$	11.24	$	0.210
September 30		15.88		13.25		0.210
June 30		16.50		14.25		0.210
March 31		18.00		13.79		0.210
2007
December 31	$	18.01	$	14.29	$	0.210
September 30		19.84		17.16		0.200
June 30		18.25		17.00		0.200
March 31		18.05		17.30		0.200
2006
December 31	$	19.46	$	17.60	$	0.200
September 30		18.74		17.80		0.195
June 30		19.82		18.05		0.195
March 31		20.50		18.00		0.195

The high and low sale prices for the Holding Company’s common shares between December 31, 2008 and February 23, 2009, were $12.90 and $9.15, respectively.

Under OTS regulations applicable to converted savings associations, River Valley Financial is not permitted to pay a cash dividend on its common shares if the regulatory capital of River Valley Financial would, as a result of the payment of such dividend, be reduced below the amount required for the liquidation account (which was established for the purpose of granting a limited priority claim on the assets of River Valley Financial, in the event of a complete liquidation, to those members of River Valley Financial before the Conversion who maintain a savings account at River Valley Financial after the Conversion) or applicable regulatory capital requirements prescribed by the OTS.

Regulations of the OTS impose limitations on the payment of dividends and other capital distributions by savings associations. Because the Bank is a subsidiary of a savings and loan holding company, it is required to file a notice with the OTS 30 days before making any capital distributions to the Holding Company. It may also have to file an application for approval of a proposed capital distribution with the OTS if the Bank is not eligible for expedited treatment under the OTS’s application processing rules, or the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the Bank’s net earnings for that year to date plus the Bank’s retained net earnings for the preceding two years. The Bank must also file an application for approval of a proposed capital distribution if, following the proposed distribution, the Bank would not be adequately capitalized under the OTS prompt corrective action regulations, or if the proposed distribution would violate a prohibition contained in any applicable statute, regulation, or agreement between the Bank and the OTS or the FDIC.

Since the Holding Company has no independent operation or other subsidiaries to generate income, its ability to accumulate earnings for the payment of cash dividends to its shareholders directly depends upon the ability of the Bank to pay dividends to the Holding Company and upon the earnings on its investment securities.

Any dividend distributions by the Bank to the Holding Company in excess of current or accumulated earnings and profits will be treated for federal income tax purposes as a distribution from the Bank’s accumulated bad debt reserves, which could result in increased federal income tax liability for the Bank.

Generally, there is no OTS regulatory restriction on the payment of dividends by the Holding Company unless there is a determination by the Director of the OTS that there is reasonable cause to believe that the payment of dividends constitutes a serious risk to the financial safety, soundness or stability of the Bank. The FDIC also has authority under current law to prohibit a bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the Bank’s financial condition. Indiana law, however, would prohibit the Holding Company from paying a dividend, if, after giving effect to the payment of that dividend, the Holding Company would not be able to pay its debts as they become due in the usual course of business or the Holding Company’s total assets would be less than the sum of its total liabilities plus preferential rights of holders of preferred stock, if any.

Equity Compensation Plans

The “Equity Compensation Plan Information” contained in Part III, Item 12 of this Annual Report on Form 10-K is incorporated herein by reference.

Issuer Purchases of Equity Securities

The following table sets forth the number and prices paid for repurchased shares.

Issuer Purchases of Equity Securities
Month of Purchase	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)

October 1 – October 31, 2008		-			-		-		-
November 1 – November 30, 2008		139,559	(1)	$	13.00		-		-
December 1 – December 31, 2008		-			-		-		-
Total		139,559			-		-		-

_______________________

(1)	These shares were repurchased on November 13, 2008, from one of the Company’s largest shareholders, Tontine Financial Partners, L.P. The purchase was carried out on the open market at a price per share of $13.00.

(2)	We do not have in place a publicly announced plan or program to repurchase our common stock.

ITEM 6. SELECTED FINANCIAL DATA.

The following tables set forth certain information concerning the consolidated financial condition, earnings, and other data regarding River Valley at the dates and for the periods indicated. The following selected financial data is qualified by reference to and should be read in conjunction with the Consolidated Financial Statements, including the Notes thereto, presented in Item 8 - Financial Statements and Supplementary Data and in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Selected Consolidated Financial Information and Other Data

	At December 31,
	2008		2007		2006		2005		2004
Selected consolidated financial condition data:	(In thousands)
Total amount of:
Assets	$	372,344	$	350,061	$	342,249	$	328,748	$	289,427
Loans receivable - net		285,304		258,628		241,887		228,885		230,513
Cash and cash equivalents		10,033		8,137		11,808		17,730		12,437
Investment securities		52,284		58,999		65,150		59,609		26,964
Deposits		247,777		219,682		220,238		206,733		170,538
FHLB advances and other borrowings		97,217		102,217		95,217		96,782		94,600
Shareholders’ equity		24,540		25,677		24,147		23,018		22,393

	Year Ended December 31,
	2008		2007		2006		2005		2004
Summary of consolidated income data:	(In thousands, except share data)
Total interest income	$	20,335	$	20,558	$	18,910	$	16,298	$	13,545
Total interest expense		10,876		12,334		11,053		8,155		5,617
Net interest income		9,459		8,224		7,857		8,143		7,928
Provision for losses on loans		1,080		562		264		288		338
Net interest income after provision for losses on loans		8,379		7,662		7,593		7,855		7,590
Other income		3,212		2,992		2,516		2,500		2,518
General, administrative and other expense		8,383		7,675		7,323		7,094		6,342

Income before income tax expense		3,208		2,979		2,786		3,261		3,766
Income tax expense		713		770		841		1,175		1,419
Net income	$	2,495	$	2,209	$	1,945	$	2,086	$	2,347
Basic earnings per share	$	1.54	$	1.36	$	1.21	$	1.32	$	1.48
Diluted earnings per share	$	1.53	$	1.34	$	1.18	$	1.27	$	1.42

	Year Ended December 31,
Selected financial ratios and other data:	2008			2007			2006			2005			2004

Interest rate spread during period		2.73	%		2.50	%		2.53	%		2.79	%		3.13	%
Net yield on interest-earning assets (1)		2.81			2.56			2.55			2.82			3.19
Return on assets (2)		.69			.64			.59			.63			.88
Return on equity (3)		9.71			8.92			8.27			9.06			10.46
Equity to assets (4)		6.59			7.21			7.06			7.00			7.73
Average interest-earning assets to average interest-bearing liabilities		102.14			101.49			100.68			101.29			102.51
Non-performing assets to total assets (4)		.35			.57			.33			.61			0.76
Allowance for loan losses to total loans outstanding (4)		.82			.83			.89			1.00			1.02
Allowance for loan losses to non-performing loans (4)		226.22			120.99			195.33			132.80			107.41
Net charge-offs to average total loans outstanding		.32			.21			.17			0.14			0.01
General, administrative and other expense to average assets (5)		2.34			2.23			2.19			2.29			2.38
Dividend payout ratio		54.90			60.45			66.53			61.02			50.70
Number of full service offices (4)		8			7			7			7			6

(1)	Net interest income divided by average interest-earning assets.

(2)	Net earnings divided by average total assets.

(3)	Net earnings divided by average total equity.

(4)	At end of period.

(5)	General, administrative and other expense divided by average total assets.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

General

As discussed previously, River Valley was incorporated for the primary purpose of owning all of the outstanding shares of River Valley Financial. As a result, the discussion that follows focuses on River Valley Financial’s financial condition and results of operations for the periods presented. The following discussion and analysis of the financial condition as of December 31, 2008, and River Valley’s results of operations for periods prior to that date, should be read in conjunction with the Consolidated Financial Statements and the Notes thereto, included in Item 8 of this Annual Report on Form 10-K.

In addition to the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. River Valley’s operations and River Valley’s actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include, but are not limited to, changes in the economy and interest rates in the nation and River Valley’s general market area. The forward-looking statements contained herein include those with respect to the following matters:

Management’s determination as to the amount and adequacy of the loan loss allowance;

The effect of changes in interest rates on financial condition and results of operations; and

Management’s opinion as to the effect of recent accounting pronouncements on River Valley’s consolidated financial position and results of operations.

Effect of Current Events

The global and U.S. economies are experiencing significantly reduced business activity as a result of, among other factors, disruptions in the financial system during the past year. Dramatic declines in the housing market during the past year, with falling home prices and increasing foreclosures and unemployment, have resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgage-backed securities but spreading to credit default swaps and other derivative securities, have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail.

Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers, including other financial institutions. The availability of credit, confidence in the financial sector, and level of volatility in the financial markets have been significantly adversely affected as a result. In recent weeks, volatility and disruption in the capital and credit markets has reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying financial strength.

In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, the government has responded with a number of new and amended regulatory provisions. Many of these provisions directly or indirectly impact the Company, including the EESA, TARP and the related CPP program, and changes to the federal deposit insurance program. Many of these new regulations and their effect on the Company are discussed in Item 1 - Business - Regulation.

Although the Company’s fundamental banking practices and policies have protected it from the significant write-downs and disruption being experienced in the industry, the Company will continue to monitor and enhance its stability in this uncertain environment. In November 2008, although the Bank met all applicable regulatory capital requirements and remained well capitalized, the Company made a preliminary determination that obtaining additional capital pursuant to the CPP for contribution in whole or in part to the Bank might become advisable. As a result, the Company filed an initial application pursuant to the CPP with its regulator, the OTS, seeking approval to sell $8,100,000 in preferred stock to the Treasury (which equalled approximately 3% of its total risk weighted assets as of September 30, 2008). The Company received preliminary approval of its application, and the Company called a Special Meeting of Shareholders on March 10, 2009, to consider whether to amend the Company’s Articles of Incorporation in a manner that would permit the Company to issue preferred stock to the Treasury or similar investors.

Although the shareholders approved the amendment of the Articles of Incorporation, which became effective on March 13, 2009, the Board of Directors, after careful consideration, has determined the Company will decline to participate in the TARP’s CPP.

Institutions like the Company were expected and encouraged by their regulators to apply for capital infusions through the CPP, even though the Bank is “well capitalized” by regulatory standards. After the Treasury announced the CPP as part of its emergency legislation, the applications were due less than a month after release of the application guidelines. Many companies, like us, applied for the funds as a way to preserve the option while engaging in a more thorough review of the advantages and consequences. This review has been complicated by ongoing adoption of new legislation and new regulations that will apply to recipients of the TARP money, many of which stipulations conflict with each other or are unclear. In fact, after the changes implemented as recently as February 17, 2009, with the adoption of the American Recovery and Reinvestment Act of 2009, companies that have already closed and accepted TARP money have been given the option of returning the money and leaving the program.

The Board of Directors, after evaluating many factors affecting the Company’s capitalization, including the state of the national and local economy, our loan quality, and our general conservative banking practices, among other things, has determined that the Company will not participate in the TARP’s CPP.

EESA followed, and has been followed by, numerous actions by the Federal Reserve, Congress, Treasury, the SEC and others to address the current liquidity and credit crisis that has followed the sub-prime meltdown that commenced in 2007. These measures include homeowner relief that encourage loan restructuring and modification; the establishment of significant liquidity and credit facilities for financial institutions and investment banks; the lowering of the federal funds rate, including two 50 basis point decreases in October of 2008; emergency action against short selling practices; a temporary guaranty program for money market funds; the establishment of a commercial paper funding facility to provide back-stop liquidity to commercial paper issuers; and coordinated international efforts to address illiquidity and other weaknesses in the banking sector.

It is not clear at this time what impact the EESA, the TARP CPP, the Temporary Liquidity Guarantee Program, ARRA and other liquidity and funding initiatives, whether previously announced or that may be initiated in the future, will have on the financial markets and the other difficulties described above, including the extreme levels of volatility and limited credit availability currently being experienced, or on the U.S. banking and financial industries and the broader U.S. and global economies. Further adverse effects could have an adverse effect on the Company and its business.

The level of turmoil in the financial services industry will present unusual risks and challenges for the Company, as described below:

The Current Economic Environment Poses Challenges For Us and Could Adversely Affect Our Financial Condition and Results of Operations. We are operating in a challenging and uncertain economic environment, including generally uncertain national conditions and local conditions in our markets. The capital and credit markets have been experiencing volatility and disruption for more than 12 months. The volatility and disruption has reached unprecedented levels. The risks associated with our business become more acute in periods of a slowing economy or slow growth. Financial institutions continue to be affected by sharp declines in the real estate market and constrained financial markets. While we are taking steps to decrease and limit our exposure to problem loans, we nonetheless retain direct exposure to the residential and commercial real estate markets, and we are affected by these events.

Our loan portfolio includes commercial real estate loans, residential mortgage loans, and construction and land development loans. Continued declines in real estate values, home sales volumes and financial stress on borrowers as a result of the uncertain economic environment, including job losses, could have an adverse effect on our borrowers or their customers, which could adversely affect our financial condition and results of operations. In addition, a possible national economic recession or further deterioration in local economic conditions in our markets could drive losses beyond that which is provided for in our allowance for loan losses and result in the following other consequences: increases in loan delinquencies, problem assets and foreclosures may increase; demand for our products and services may decline; deposits may decrease, which would adversely impact our liquidity position; and collateral for our loans, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with our existing loans.

Impact of Recent and Future Legislation. Congress and the Treasury Department have recently adopted legislation and taken actions to address the disruptions in the financial system and declines in the housing market. See Item 1 - Business - Regulation - Recent Legislative Developments. It is not clear at this time what impact EESA, TARP, ARRA and other liquidity and funding initiatives of the Treasury and other bank regulatory agencies that have been previously announced, and any additional programs that may be initiated in the future, will have on the financial markets and the financial services industry. The extreme levels of volatility and limited credit availability currently being experienced could continue to affect the U.S. banking industry and the broader U.S. and global economies, which will have an effect on all financial institutions, including the Company. The actual impact that EESA, ARRA and related measures undertaken to alleviate the credit crisis will have on the financial markets is unknown. The failure of such measures to help stabilize the financial markets, and a continuation or worsening of current financial market conditions, could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common stock. Finally, there can be no assurance regarding the specific impact that such measures may have on us and no assurance whether or to what extent we will be able to benefit from such programs.

In addition to the legislation mentioned above, federal and state governments could pass additional legislation responsive to current credit conditions. As an example, the Bank could experience higher credit losses because of federal or state legislation or regulatory action that reduces the amount the Bank’s borrowers are otherwise contractually required to pay under existing loan contracts. Also, the Bank could experience higher credit losses because of federal or state legislation or regulatory action that limits its ability to foreclose on property or other collateral or makes foreclosure less economically feasible.

Additional Increases in Insurance Premiums. The FDIC insures the Bank’s deposits up to certain limits. The FDIC charges us premiums to maintain the Deposit Insurance Fund. The Bank elected to participate in the FDIC’s Temporary Liquidity Guarantee Program, which will increase its insurance premiums by 85 basis points per annum with respect to the Bank’s deposits. Current economic conditions have increased expectations for bank failures. The FDIC takes control of failed banks and ensures payment of deposits up to insured limits using the resources of the Deposit Insurance Fund. The FDIC has designated the Deposit Insurance Fund long-term target reserve ratio at 1.25 percent of insured deposits. Due to recent bank failures, the FDIC insurance fund reserve ratio has fallen below 1.15 percent, the statutory minimum. The FDIC has developed a restoration plan that will uniformly increase insurance assessments by 7 basis points (annualized) effective January 1, 2009. Effective April 1, 2009, the plan also has made changes to the deposit insurance assessment system resulting in increases in the assessment range for insured institutions. Further increases in premium assessments would increase the Company’s expenses. Also, the FDIC has announced a 20 basis point special assessment payable in September 2009 (possibly to be reduced to a 10 basis point assessment), as well as the possibility of additional special assessments of up to 10 basis points after June 2009, as necessary. See Item 1 - Business - Regulation - Insurance of Deposits.

Increased assessment rates and special assessments could have a material impact on the Company’s results of operations.

The Soundness of Other Financial Institutions Could Adversely Affect Us. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of default by our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations or earnings.

Future Reduction in Liquidity in the Banking System. The Federal Reserve Bank has been providing vast amounts of liquidity into the banking system to compensate for weaknesses in short-term borrowing markets and other capital markets. A reduction in the Federal Reserve’s activities or capacity could reduce liquidity in the markets, thereby increasing funding costs to the Bank or reducing the availability of funds to the Bank to finance its existing operations.

Difficult Market Conditions Have Adversely Affected Our Industry. We are particularly exposed to downturns in the U.S. housing market. Dramatic declines in the housing market over the past year, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of mortgage loans and securities and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities, major commercial and investment banks, and regional financial institutions. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets could adversely affect our business, financial condition and results of operations. We do not expect that the difficult conditions in the financial markets are likely to improve in the near future. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on the financial institutions industry. In particular, we may face the following risks in connection with these events:

· We expect to face increased regulation of our industry. Compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.

· Our ability to assess the creditworthiness of our customers may be impaired if the models and approach we use to select, manage and underwrite our customers become less predictive of future behaviors.

· The process we use to estimate losses inherent in our credit exposure requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process.

· Our ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by further disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations.

· Competition in our industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions.

· We may be required to pay significantly higher deposit insurance premiums because market developments have significantly depleted the insurance fund of the FDIC and reduced the ratio of reserves to insured deposits.

Concentrations of Real Estate Loans Could Subject the Company to Increased Risks in the Event of a Real Estate Recession or Natural Disaster. A significant portion of the Company’s loan portfolio is secured by real estate. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. A weakening of the real estate market in our primary market area could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and capital could be adversely affected. Historically, Indiana and Kentucky have experienced, on occasion, significant natural disasters, including tornadoes and floods. The availability of insurance for losses for such catastrophes is limited. Our operations could also be interrupted by such natural disasters. Acts of nature, including tornadoes and floods, which may cause uninsured damage and other loss of value to real estate that secures our loans or interruption in our business operations, may also negatively impact our operating results or financial condition.

Critical Accounting Policies

Note 1 to the Consolidated Financial Statements contains a summary of the Company’s significant accounting policies for the year ended December 31, 2008. Certain of these policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management believes that its critical accounting policies include determining the allowance for loan losses and the valuation of mortgage servicing rights.

Allowance For Loan Losses

The allowance for loan losses is a significant estimate that can and does change based on management’s assumptions about specific borrowers and current economic and business conditions, among other factors. Management reviews the adequacy of the allowance for loan losses at least on a quarterly basis. The evaluation by management includes consideration of past loss experience, changes in the composition of the loan portfolio, the current economic condition, the amount of loans outstanding, certain identified problem loans, and the probability of collecting all amounts due.

The allowance for loan losses represents management’s estimate of probable incurred losses inherent in the Company’s loan portfolios. In determining the appropriate amount of the allowance for loan losses, management makes numerous assumptions, estimates and assessments.

The Company’s strategy for credit risk management includes conservative, centralized credit policies, and uniform underwriting criteria for all loans as well as an overall credit limit for each customer significantly below legal lending limits. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit quality reviews and quarterly management reviews of large credit exposures and loans experiencing deterioration of credit quality.

The Company’s allowance consists of three components: probable incurred losses estimated from individual reviews of specific loans, probable incurred losses estimated from historical loss rates, and probable incurred losses resulting from economic or other deterioration above and beyond what is reflected in the first two components of the allowance.

Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. Where appropriate, reserves are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Company. Included in the review of individual loans are those that are impaired as provided in Statement of Financial Accounting Standards (“SFAS”) No. 114, Accounting by Creditors for Impairment of a Loan. Any allowances for impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or fair value of the underlying collateral. The Company evaluates the collectibility of both principal and interest when assessing the need for a loss accrual. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations.

Homogenous loans, such as consumer installment and residential mortgage loans are not individually risk graded. Rather, standard credit scoring systems are used to assess credit risks. Reserves are established for each pool of loans based on the expected net charge-offs for one year. Loss rates are based on the average net charge-off history by loan category.

Historical loss rates for commercial and consumer loans may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition. Factors which management considers in the analysis include the effects of the national and local economies, trends in the nature and volume of loans (delinquencies, charge-offs and nonaccrual loans), changes in mix, credit score migration comparisons, asset quality trends, risk management and loan administration, changes in the internal lending policies and credit standards, collection practices and examination results from bank regulatory agencies and the Company’s internal loan review.

An unallocated reserve is maintained to recognize the imprecision in estimating and measuring loss when evaluating reserves for individual loans or pools of loans. Allowances on individual loans and historical loss rates are reviewed no less than quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

The Company’s primary market area for lending is Clark, Floyd and Jefferson counties in southeastern Indiana and portions of northeastern Kentucky adjacent to that market. When evaluating the adequacy of allowance, consideration is given to this regional geographic concentration and the closely associated effect changing economic conditions have on the Company’s customers.

The Company has not substantively changed any aspect to its overall approach in the determination of the allowance for loan losses. There have been no material changes in assumptions or estimation techniques as compared to prior periods that impacted the determination of the current period allowance.

As the national economy worsened, the Bank aggressively managed delinquencies, with overall delinquencies 30 or more days past due as of December 31, 2008 at 1.07%, compared to 1.48% at the same date in 2007. Non-performing loans as of December 31, 2008 were $1.0 million, compared to $1.8 million at the same date in 2007, and non-performing loans as a percent of total loans were .37% and .71% respectively for those periods. Foreclosures were actively processed and at December 31, 2008, the Bank held $259,000 in Real Estate Owned, as compared to $184,000 at the same date a year earlier.

In anticipation of an unavoidable decline in the local economy, the Bank increased its analysis of problem loans and established higher levels of specific reserves for potential losses. Net charge offs for the year ended December 31, 2008 were $924,000 as compared to $530,000 for the same period in 2007. The major portion of the year to year increase was the charge off of one relationship totaling $453,000.

Valuation of Mortgage Servicing Rights

The Company recognizes the rights to service mortgage loans as separate assets in the consolidated balance sheet. The total cost of loans, when sold, is allocated between loans and mortgage servicing rights based on the relative fair values of each. Mortgage servicing rights are subsequently carried at the lower of the initial carrying value, adjusted for amortization, or fair value. Mortgage servicing rights are evaluated for impairment based on the fair value of those rights. Factors included in the calculation of fair value of the mortgage servicing rights include estimating the present value of future net cash flows, market loan prepayment speeds for similar loans, discount rates, servicing costs, and other economic factors. Servicing rights are amortized over the estimated period of net servicing revenue. It is likely that these economic factors will change over the life of the mortgage servicing rights, resulting in different valuations of the mortgage servicing rights. The differing valuations will affect the carrying value of the mortgage servicing rights on the consolidated balance sheet as well as the income recorded from loan servicing in the consolidated income statement. As of December 31, 2008, mortgage servicing rights had a carrying value of $239,000.

Discussion of Changes in Financial Condition from December 31, 2007 to December 31, 2008

At December 31, 2008, River Valley’s consolidated assets totaled $372.3 million, representing an increase of $22.3 million, or 6.4%, over the December 31, 2007 total. The increase in assets was primarily attributable to growth in the loan portfolio, from $258.6 million at December 31, 2007 to $285.3 million at the same date in 2008, a growth of $26.7 million or 10.3%. Asset growth was funded by similar growth in deposits with total deposits at December 31, 2008 of $247.8 million, an increase of $28.1 million, or 12.8%, compared to total deposits at December 31, 2007. Savings and demand deposits decreased by $8.4 million, or 6.6%, during 2008, while certificates of deposit experienced significant growth of $36.5 million, or 39.3%, for 2008. Total certificates of deposit at December 31, 2008 totaled $129.4 million compared to $92.9 million for 2007. Strong growth on both sides of the balance sheet point to the effectiveness of the Bank’s expansion into new markets in Floyd and Clark Counties in Indiana, and continued strong market share in the Jefferson County, Indiana area.

Liquid assets (i.e., cash, federal funds sold, interest-earning deposits and certificates of deposit) increased slightly by $1.9 million from December 31, 2007 levels to a total of $10.0 million at December 31, 2008.

Investment securities totaled $52.3 million at December 31, 2008, a decrease of $6.7 million from the $59.0 million at December 31, 2007. Maturities in the investment portfolio were used to fund loan growth. In September of 2005 the Company formed an investment subsidiary in Nevada with the sole purpose of holding investment securities, as interest on these investments is not subject to state taxation. This has resulted in tax savings for the Company.

Investments reported in the financial statements of the Company are held both at the Bank level and at the Bank’s Nevada subsidiaries. The Company evaluates all investments for other than temporary impairment quarterly. 2008 brought detailed scrutiny of the Company’s investments, and in particular of asset quality and changes in the fair values of the individual investments. The Company securities are valued at fair value by a pricing service whose prices can be corroborated by recent security trading activities. The Company’s portfolio is comprised of the following:

Agency investments, which includes AAA-rated Federal Home Loan Mortgage (FHLMC), Federal National Mortgage Association (FNMA) and Federal Home Loan Bank (FHLB) investments, at an average book yield of 4.89%, were at an unrealized gain position at December 31, 2008. The total carrying value of $13.4 million represents 25.6% of the total investment portfolio.

Collateralized Mortgage Obligations, which includes FHLMC REMICs, at an average book yield of 6.35%, were at an unrealized gain position at December 31, 2008. The total carrying value of $8.0 million represents 15.3% of the total investment portfolio.

Mortgage backed securities, which includes FHLMC Gold pools and FNMA pools, at an average book yield of 5.34% were at an unrealized gain position at December 31, 2008. The total carrying value of $11.0 million represents 21.0% of the total investment portfolio.

Municipal securities from a variety of sources, with an average tax equivalent yield of 5.67%, were at a net unrealized loss position at December 31, 2008. These investments were rated Baa or better with 80% of these bonds rated A or better. Two-thirds of these investments are general obligation (GO) bonds and the remainder are revenue bonds. The total carrying value of $16.3 million represents 31.2% of the total investment portfolio. At December 31, 2008, 50 municipal securities were at an unrealized loss position with gross unrealized losses totaling $677,000. While these investments were at a net unrealized loss at December 31, 2008, none of these investments was at an unrealized loss for 12 consecutive months or more. In addition, we are not aware of any credit quality issues. Management has the ability and intent to hold these securities to recovery, which may be maturity. Management has concluded that the impairment of these securities is temporary at December 31, 2008 and is primarily a function of current rates and market conditions.

Corporate investments, rated A2 or better, with an average book yield of 3.97%, were at a net unrealized loss position at December 31, 2008, but none was at an unrealized loss for 12 consecutive months or more. Corporate investments, with total carrying value of $3.6 million represent 7.0% of the total investment portfolio. Corporate investments included three, or $2.56 million, of corporate obligations and two, or $1.08 million, of inactively traded Trust Preferred issues. The corporate obligations with a fair value of $2.56 million had an amortized cost of $2.61 million at December 31, 2008. The corporate obligations were rated A2, Aaa and A2 at December 31, 2008. Management has concluded that the impairment of these securities is temporary at December 31, 2008 and is primarily a function of current rates and market conditions. Both issues of Trust Preferred are pools of financial institution and insurance trust debt. Since these issues are not actively traded, and represent some potential risk to the Company simply by virtue of their attributes, they are discussed individually below.

In November 2007, the Company purchased $1.0 million face value of ALESC 9A A2A class preferred trust stock at a price of $88.81. At December 31, 2008, this investment was priced by a third party pricing service, at $35.00, a market value of $350,000 and an amortized cost on that date of $890,000. The net unrealized loss on this investment at December 31, 2008 was $540,000. The Company has reviewed the pricing analytics reports for this investment and has determined that the decline in the market price of this investment is temporary and indicates thin trading activity, rather than a true decline in the value of the investment. Factors considered in reaching this determination included the class or “tranche” held by the Company, A2A, the current collateral position of the tranche, projected cash flows as of December 31, 2008 and the credit rating of Aaa. In February 2008, the Company purchased $1.0 million face value of PRETSL XXVII LTD preferred trust stock at a price of $90.198. At December 31, 2008, this investment was priced by a third party pricing service, at $73.33, a market value of $733,000 and an amortized cost on that date of $900,000. The net unrealized loss on this investment at December 31, 2008 was $167,000. The Company has reviewed the pricing analytics reports for this investment and has determined that the decline in the market price of this investment is temporary and indicates thin trading activity, rather than a true decline in the value of the investment. Factors considered in reaching this determination included the class or “tranche” held by the Company, A-1, the current collateral position of the tranche, the projected cash flows as of December 31, 2008 and the credit rating of Aaa. Management has the ability and intent to hold these securities to recovery, which may be maturity. Based upon these factors, management has determined these securities are not other than temporarily impaired.

As discussed above, loans receivable, excluding loans held for sale, totaled $285.3 million at December 31, 2008, an increase of $26.7 million from the $258.6 million total at December 31, 2007. Despite concerns in the real estate markets in general, there were strong increases in consumer loans for one- to four-family residential owner-occupied property loans ($10.2 million), commercial real estate loans ($9.3 million), loans for land and developed building lots ($7.0 million) and commercial purpose loans, most specifically loans to small businesses and local schools ($1.0 million) originated during 2008, reflecting the strength in being a community based financial institution. Construction lending dropped, a reflection of the depressed national construction market, as did consumer lending. Loan growth was funded partially by called and matured investments but primarily by increases in deposits for the period.

Over the same period, interest receivable on interest-earning assets decreased by $209,000, or 8.7%, relecting the drop in interest rates resulting from the reductions of the Prime rate by the Federal Reserve. Most radically affected by the drops in the Prime interest rate were commercial loans and home equity lines of credit which change directly with the Prime rate. The average yield on loans at December 31, 2008 was 6.07%, a decrease of 0.94% from the rate of 7.01% at December 31, 2007.

River Valley’s consolidated allowance for loan losses totaled approximately $2.4 million for the year ended December 31, 2008 and $2.2 million for the year ended December 31, 2007. The total allowance increased with only a slight change in the allowance as a percent of loans outstanding, .82% at December 31, 2008 as compared to .83% for the same date in 2007. The loan growth experienced in 2008 should represent limited exposure to the allowance for loan losses due to the tightening of underwriting standards. The risk due to growth in these economically challenging times was mitigated by selective underwriting of the borrower and collateral securing the debt. For example, growth in commercial loans not secured by real estate was primarily due to one loan of $1.5 million made to a school system. Growth in commercial real estate and land loans included: a loan of $4.5 million for a commercial complex in New Albany, Indiana with solid tenants of a medical nature, at an approximate loan to value of 64%; a loan of $1.7 million for an existing commerical strip, in a rapidly developing area, at an approximate loan to value of 39.5%; a loan of $1.4 million to a long time customer of the Bank originated in the second quarter of 2008 and currently paid down to $1.0 million; and a loan of $1.3 million for commercial real estate in southern Indiana at an approximate loan to value of 57%. The Bank is conservative in its lending practices and does not originate the type of loans publicized as “sub-prime” and therefore does not anticipate delinquencies other than those normally associated with the economic trends of the Bank’s market areas. As of December 31, 2008 those trends remained stable despite national declines. The expense for the provision for loan losses increased to $1.1 million in 2008, an increase of 92.2% over the 2007 provision expense of $562,000.

Non-performing loans (defined as loans delinquent greater than 90 days and loans on non-accrual status) totaled $1.0 million and $1.8 million at December 31, 2008 and 2007, respectively, an increase of $780,000. With the exception of a few loans delinquent due to administrative delays in refinancing, the Bank’s non-performing loans represent loans in the lengthy process of foreclosure, for which appropriate specific loss reserves have been established.

Although management believes that its allowance for loan losses at December 31, 2008, is adequate based upon the available facts and circumstances, there can be no assurance that additions to such allowance will not be necessary in future periods, which could negatively affect the Company’s results of operations. Management is diligent in monitoring delinquent loans and in analyzing the factors affecting the allowance. At December 31, 2008, the Bank held three pieces of repossessed real estate valued at $259,000, as compared to two pieces with a combined value of $184,000 at December 31, 2007.

Borrowings totaled $97.2 million at December 31, 2008 versus $102.2 million on December 31, 2007. Of total borrowings, $90.0 million and $95.0 million represent Federal Home Loan Bank (“FHLB”) advances with average rates of 4.61% and 4.64% at the respective dates. The Bank has experienced a slower drop in the overall cost of funds as a result of these longer term borrowing rates, which average slightly less than 1% over the highest paying certificate of deposit rate for the Bank.

Shareholders’ equity totaled $24.5 million at December 31, 2008, a slight decrease of $1.1 million, or 4.4%, from the $25.7 million total at December 31, 2007. A significant factor in this decease was the repurchase of 139,559 shares of Company stock in November from a shareholder at a purchase price of $13.00 per share ($1.8 million). Other factors contributing to the change in shareholders’ equity included dividends paid during the period of $1.3 million, a net change in the unrealized loss position on available for sale securities of $.5 million, and net income of $2.5 million.

Comparison of Results of Operations for the Years Ended December 31, 2008 and 2007

General

River Valley’s net income for the year ended December 31, 2008, totaled $2.5 million, an increase of $286,000, or 13.0 %, from net income of $2.2 million reported for the same period in 2007. The increase in net income was primarily attributable to growth in interest-earning assets, loans in particular, and improvement in the spread on interest-bearing items, with net interest income increasing by 15.0% year to year, and in non-interest income, most specifically income from the gain on loan sales to the secondary market, which increased by 121.2% over 2007 levels. Income tax expense decreased despite the overall increase in income, with a drop in the effective tax rate from 25.9% in 2007 to 22.2% in 2008, a dollar drop of $57,000. Income from municipal investments held at the Company’s Nevada subsidiaries and increases in the cash surrender value of bank owned life insurance contributed to this drop in the effective tax rate.

Net Interest Income

Total interest income for the year ended December 31, 2008, amounted to $20.3 million, a slight decrease of $224,000, or 1.1%, from the 2007 total. The average balance of interest-earning assets outstanding year-to-year increased by $16.1 million, but due to the dramatic decreases in interest rates during 2008, the yield on those assets decreased from an average yield of 6.40% in 2007 to 6.03% in 2008. Interest income on loans totaled $17.5 million for 2008, a slight increase of approximately $180,000, or 1.0%, from the $17.3 million reported for 2007. Interest income on investments, FHLB stock and interest-earning deposits decreased by $403,000, or 12.6%. While drops in the yields on these assets had some effect, this decrease was primarily due to decreases in the average balances of these assets.

Total interest expense for the period ended December 31, 2008 exhibited significant declines with a decrease of $1.4 million, or 11.4%, from $12.3 million at December 31, 2007, to $10.9 million at December 31, 2008. Interest expense on deposits alone decreased by $1.6 million, or 21.2%, to a total of $6.0 million for the year ended December 31, 2008. This was due to the interest rates decreases, despite strong deposit growth over the period. Repricing of certificates of deposits, and growth in those types of deposits, fueled the overall rate decrease. The cost of deposits decreased from 3.90% in 2007 to 3.30% in fiscal 2008. Interest expense on borrowings totaled $4.8 million for the year ended December 31, 2008, an increase of $161,000 from 2007 resulting primarily from the increased average balances in FHLB advances for the year.

As a result of the foregoing changes in interest income and interest expense, net interest income increased during 2008 by $1.2 million, or 15.0%, compared to 2007. The interest rate spread increased by 23 basis points from 2.50% in 2007 to 2.73% in 2008, while the net interest margin increased from 2.56% in 2007 to 2.81% at the end of 2008.

Provision for Losses on Loans

A provision for losses on loans is charged to income to bring the total allowance for loan losses to a level considered appropriate by management based upon historical experience, the volume and type of lending conducted by the Bank, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the primary market area, and other factors related to the collectibility of the loan portfolio. As a result of such analysis, management recorded a $1.1 million provision for losses on loans in 2008, an increase of $518,000 or 92.2%, compared to the $560,000 provision recorded in 2007. The current period provision generally reflects growth in the loan portfolio and management’s analysis of the delinquency trends for the Bank in view of the local real estate market and economy. The increase in the provision year-to-year was predicated primarily on estimated losses with impact for the current local economic environment.

Non-performing loans for the period ended December 31, 2008 were $1.0 million, a decrease of $780,000, or 44.4%, from the $1.8 million recorded as of fiscal year ended 2007. The decrease reflects the charge off of some long standing problem loans and aggressive management of past due accounts.

While management believes that the allowance for losses on loans is adequate at December 31, 2008, there can be no assurance that the loan loss allowance will be adequate to cover losses in the future. Management continues to be conservative in its underwriting, as discused above, in its classification of problem loans and in establishing realistic reserves for potential losses on loans. As of December 31, 2008, the local economy remained relatively stable, as exhibited by employer activity and delinquency figures, despite grim national trends.

Other Income

Other income amounted to $3.2 million for the year ended December 31, 2008, an increase of $356,000, or 13.8%, compared to 2007. This increase was fueled primarily by sales of one- to four-family residential loans to the secondary market and gains on the sale of investments during the period offset by losses on sales of foreclosed property. Unlike interest income, “Other Income” is not always readily predictable and is subject to variations depending on outside influences.

General, Administrative and Other Expense

General, administrative and other expense totaled $8.4 million for the year ended December 31, 2008, an increase of $844,000, or 10.7%, over the 2007 total. Increases in personnel and occupancy costs relative to the opening of the Floyds Knobs, Indiana branch contributed to this increase, along with data processing costs relative to ATM usage, and loan administration costs, which mirror loan growth and loan sales, and increases in the FDIC assessment. Decreases in professional fees from the higher fees reported in 2007 (which higher 2007 fees were a result of implementation of Sarbanes-Oxley, as well as additional costs arising from the litigation described in Part I, Item 3, of this Form 10-K) and in the amortization expense relative to servicing rights on mortgages sold to Freddie Mac (FM) (due to declines in FM sales over the past three years) offset some of the expense increase.

Income Taxes

The provision for income taxes decreased by $57,000, or 7.4%, to a total of $713,000 for the year ended December 31, 2008, as compared to $770,000 for the same period in 2007. The effective tax rate for the year ended December 31, 2008 was 22.2% as compared to 25.9% for the same period in 2007. The decrease continues to reflect the effect of tax-exempt income from municipal investments held at the Bank’s Nevada subsidiary, and the cash surrender value of bank owned life insurance.

Comparison of Results of Operations for the Years Ended December 31, 2007 and 2006

General

River Valley’s net income for the year ended December 31, 2007, totaled $2.2 million, an increase of $264,000, or 13.5%, from net income reported in 2006. The increase in net income was primarily a result of increased net interest income due to loan growth, affected only slightly by the decrease in the interest spread, and increased non-interest income. Income tax expense decreased despite the overall increase in income, with a drop in the effective tax rate from 30.2% in 2006 to 25.9% in 2007, a dollar drop of $71,000. Income from the increased average investment in municipals combined with increased average balances in the cash surrender value of bank owned life insurance, contributed to the drop in the effective tax rate, year to year.

Net Interest Income

Total interest income for the year ended December 31, 2007, amounted to $20.6 million, an increase of $1.6 million, or 8.7%, from the 2006 total, reflecting higher average balances of interest earning assets and higher interest rates. The average balance of interest-earning assets outstanding year-to-year increased by $12.9 million, and the yield on those assets increased from an average yield of 6.13% in 2006 to 6.40% in 2007. Interest income on loans totaled $17.3 million for 2007, an increase of approximately $1.5 million, or 9.3%, from 2006. Interest income on investments, FHLB stock and interest-earning deposits increased by $166,000, or 5.6%, due primarily to the higher rates.

Interest expense on deposits increased by $689,000, or 9.9%, to a total of $7.7 million for the year ended December 31, 2007, due primarily to higher costs of funding higher average balances. The cost of deposits increased from 3.2% in 2006 to 3.5% in fiscal 2007. Interest expense on borrowings totaled $4.7 million for the year ended December 31, 2007, an increase of $592,000 from 2006 as a result of increased average balances in FHLB advances for the year.

As a result of the foregoing changes in interest income and interest expense, net interest income increased during 2007 by $367,000, or 4.7%, compared to 2006. The interest rate spread decreased by 3 basis points from 2.53% in 2006 to 2.50% in 2007, while the net interest margin increased slightly from 2.55% in 2006 to 2.56% at the end of 2007.

Provision for Losses on Loans

A provision for losses on loans is charged to earnings to bring the total allowance for loan losses to a level considered appropriate by management based upon historical experience, the volume and type of lending conducted by River Valley Financial, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the primary market area, and other factors related to the collectibility of the loan portfolio. As a result of such analysis, management recorded a $562,000 provision for losses on loans in 2007, an increase of $298,000 or 112.9%, compared to the $264,000 provision recorded in 2006. The current period provision generally reflects growth in the loan portfolio and management’s analysis of the delinquency trends for the Bank in view of the local real estate market.

Non-performing loans for the period ended December 31, 2007 were $1.8 million, an increase of approximately $700,000 from the $1.1 million recorded as of fiscal year ended 2006. Net charge-offs amounted to $530,000 in 2007, compared to $408,000 in 2006. While management believes that the allowance for losses on loans is adequate at December 31, 2007, based upon available facts and circumstances, there can be no assurance that the loan loss allowance will be adequate to cover losses on nonperforming assets in the future.

Other Income

Other income amounted to $3.0 million for the year ended December 31, 2007, an increase of $476,000, or 18.9%, compared to 2006. This positive change was the result of increased service fees and charges, increased income from the cash surrender value of bank owned life insurance, and income from the Bank’s trust division relating to estate fees collected during the period. Whereas the additional income from the bank owned life insurance cash surrender value may be predictable into the upcoming year, income from service fees and charges and trust operations cannot. The volume of loan sales increased from $5.5 million in 2006 to $6.0 million in 2007 with the associated gain/loss on those sales remaining relatively flat year to year.

General, Administrative and Other Expense

General, administrative and other expense totaled $7.7 million for the year ended December 31, 2007, an increase of $352,000 over the 2006 total. Employee compensation and benefits increased by $235,000 in fiscal 2007 as compared to 2006 primarily from the addition of a credit underwriter, a dedicated loan review professional, and wealth management personnel. Mortgage servicing rights expense decreased by $78,000 in 2007 over the same period in 2006 reflecting a continued trend of lower amortization of those rights as loans serviced for others has declined.

Income Taxes

The provision for income taxes decreased by $71,000 or 8.4%, for the year ended December 31, 2007, as compared to 2006. Increased average levels of municipal investments held at the Bank’s Nevada subsidiary, and increased income from the cash surrender value of bank owned life insurance, relating to increased balances in that insurance, contributed primarily to a drop in the effective tax rate from 30.2% in 2006 to 25.9% in 2007.

AVERAGE BALANCE, YIELD, RATE AND VOLUME DATA

The following table presents certain information relating to River Valley’s average balance sheet and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing annual income or expense by the average daily balance of interest-earning assets or interest-bearing liabilities, respectively, for the years presented. Average balances are derived from daily balances, which include nonaccruing loans in the loan portfolio.

	Year Ended December 31,
	2008							2007							2006
	Average outstanding balance		Interest earned/ paid		Yield/ rate			Average outstanding balance		Interest earned/ paid		Yield/ rate			Average outstanding balance		Interest earned/ paid		Yield/ rate
Assets	(Dollars in thousands)
Interest-earning assets:
Interest-earning deposits	$	5,073	$	136		2.68	%	$	5,765	$	351		6.09	%	$	5,807	$	286		4.93	%
Other securities (1)		41,009		1,803		4.40			57,632		2,505		4.35			63,258		2,557		4.04
Mortgage-backed securities (1)		13,231		686		5.18			2,605		142		5.45			74		4		5.41
Loans receivable (2)		273,007		17,527		6.42			250,420		17,347		6.93			234,886		15,865		6.75
FHLB stock		4,813		183		3.80			4,575		213		4.66			4,113		198		4.81
Total interest-earning assets		337,133		20,335		6.03			320,997		20,558		6.40			308,138		18,910		6.14
Non-interest earning assets, net of allowance for loan losses		21,871							22,624							23,590
Total assets	$	359,004						$	343,621						$	331,728
Liabilities/shareholder equity
Interest-bearing liabilities:
Savings deposits	$	40,593	$	535		1.32	%	$	42,081	$	1,105		2.63	%	$	41,228	$	963		2.34	%
Interest-bearing demand (3)		67,649		607		0.90			75,509		1,839		2.44			74,492		1,826		2.45
Certificates of deposit		121,247		4,892		4.03			101,800		4,709		4.63			103,706		4,175		4.03
FHLB advances and other borrowings		100,583		4,842		4.81			96,884		4,681		4.83			86,635		4,089		4.72
Total interest-bearing liabilities		330,072		10,876		3.30			316,274		12,334		3.90			306,061		11,053		3.61
Other liabilities		3,240							2,575							2,142
Total liabilities		333,312							318,849							308,203
Total equity		25,692							24,772							23,525
Total liabilities and equity	$	359,004						$	343,621						$	331,728
Net interest earning assets	$	7,061						$	4,723						$	2,077
Net interest income			$	9,459						$	8,224						$	7,857
Interest rate spread (4)						2.73	%						2.50	%						2.53	%
Net yield on weighted average interest-earning assets (5)						2.81	%						2.56	%						2.55	%
Average interest-earning assets to average bearing liabilities						102.14	%						101.49	%						100.68	%

(1)	Includes securities available for sale at amortized cost prior to SFAS No. 115 adjustments.

(2)	Total loans less loans in process plus loans held for sale.

(3)	Includes Non-Interest Demand Deposit Accounts of $20,995, $19,359, and $20,405.

(4)	Interest rate spread is calculated by subtracting weighted average interest rate cost from weighted average interest rate yield for the period indicated.

(5)	The net yield on weighted average interest-earning assets is calculated by dividing net interest income by weighted average interest-earning assets for the period indicated.

Rate/Volume Table

The following table describes the extent to which changes in interest rates and changes in volume of interest-related assets and liabilities have affected River Valley’s interest income and expense during the years indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in volume multiplied by prior year rate), (ii) changes in rate (change in rate multiplied by prior year volume), and (iii) total changes in rate and volume. The combined effects of changes in both volume and rate, which cannot be separately identified, have been allocated proportionately to the change due to volume and the change due to rate:

	Year Ended December 31,
	2008 vs. 2007									2007 vs. 2006
	Volume			Increase (decrease) due to Rate			Total			Volume			Increase (decrease) due to Rate			Total
	(In thousands)
Interest-earning assets:
Interest-earning deposits and other	$	(27	)	$	(218	)	$	(245	)	$	20		$	60		$	80
Investment securities		(180	)		22			(158	)		(99	)		185			86
Loans receivable, net		1,501			(1,321	)		180			1,069			413			1,482
Total		1,294			(1,517	)		(223	)		990			658			1,648
Interest-bearing liabilities:
Deposits		619			(2,238	)		(1,619	)		(88	)		777			689
FHLB advances and other borrowings		178			(17	)		161			493			99			592
Total		797			(2,255	)		(1,458	)		405			876			1,281
Net change in interest income	$	497		$	738		$	1,235		$	585		$	(218	)	$	367

Asset and Liability Management

Like other financial institutions, River Valley Financial is subject to interest rate risk to the extent that interest-earning assets re-price differently than interest-bearing liabilities. As part of its effort to monitor and manage interest rate risk, River Valley Financial is using the Net Portfolio Value (“NPV”) methodology adopted by the OTS as part of its capital regulations.

Presented on the following table is an analysis of River Valley Financial’s interest rate risk, as of December 31, 2008 and December 31, 2007, as measured by changes in NPV for an instantaneous and sustained parallel shift of 100 through 300 basis points in market interest rates.

Generally, NPV is more sensitive to rising rates than declining rates. Such difference in sensitivity occurs principally because, as rates rise, a bank’s assets reprice slower than the deposits that fund them. As a result, in a rising interest rate environment, the amount of interest a bank would receive on loans would increase as loans are slowly prepaid and new loans at higher rates are made. Moreover, the interest the bank would pay on deposits would increase, but generally slower than the bank’s ability to reprice its interest-earning assets. However, River Valley Financial Bank has addressed some of these issues, which has generally reduced its overall exposure to interest rate risk.

	As of December 31, 2008
	(Dollars in thousands)

Change in Interest Rates (basis points)		Estimated NPV	Amount of Change		Percent
+	300	$32,864	$1,075		+3	%
+	200	33,336	1,548		+5	%
+	100	33,053	1,264		+4	%
	—	31,789	—		—
-	100	29,011	(2,778	)	-9	%
-	200 (1)
-	300 (1)

	As of December 31, 2007
	(Dollars in thousands)

Change in Interest Rates (basis points)		Estimated NPV	Amount of Change		Percent
+	300	$43,230	$(407	)	-1	%
+	200	44,507	870		+2	%
+	100	44,673	1,036		+2	%
	—	43,637	—		—
-	100	41,722	(1,915	)	-4	%
-	200	39,376	(4,261	)	-10	%
-	300 (1)

(1)	At December 31, 2008 and at December 31, 2007, the OTS did not provide information as to interest rate risk for a 300 point decrease. As of December 31, 2008 they also did not provide information as to interest rate risk for a 200 point decrease.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the NPV approach. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Further, in the event of a change in interest rates, expected rates of prepayment on loans and mortgage-backed securities and early withdrawal levels from certificates of deposit would likely deviate significantly from those assumed in making the risk calculations.

Liquidity and Capital Resources

The Company’s principal sources of funds are deposits, loan and mortgage-backed securities repayments, maturities of securities, borrowings and other funds provided by operations. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and loan and mortgage-backed securities prepayments are more influenced by interest rates, general economic conditions and competition. The Company maintains investments in liquid assets based upon management’s assessment of (1) the need for funds, (2) expected deposit flows, (3) the yield available on short-term liquid assets and (4) the objectives of the asset/liability management program.

The Financial Regulatory Relief and Economic Efficiency Act of 2000, which was signed into law on December 27, 2000, repealed the former statutory requirement that all savings associations maintain an average daily balance of liquid assets in a minimum amount of not less than 4% or more than 10% of their withdrawable accounts plus short-term borrowings. The OTS adopted a rule that implemented this revised statutory requirement, although savings associations remain subject to the OTS regulation that requires them to maintain sufficient liquidity to ensure their safe and sound operation. At December 31, 2008, River Valley Financial Bank had commitments to originate loans totaling $7.8 million and in addition, had undisbursed loans in process, unused lines of credit and standby letters of credit totaling $29.5 million. At such date, River Valley Financial Bank had $5.3 million in commitments to sell loans and no outstanding commitment to purchase loans. The Company considers River Valley Financial Bank’s liquidity and capital resources sufficient to meet outstanding short and long term needs.

The Company’s liquidity, primarily represented by cash and cash equivalents, is a result of the funds provided by or used in the Company’s operating, investing and financing activities. These activities are summarized below for the years ended December 31, 2008, 2007 and 2006:

	Year Ended December 31,
	2008			2007			2006
				(In thousands)

Cash flows from operating activities	$	4,690		$	2,537		$	3,542

Cash flows from investing activities:
Purchase of securities		(23,914	)		(18,181	)		(23,139	)
Proceeds from maturities of securities		19,949			16,483			7,012
Proceeds from sales of securities		10,016			8,910			10,933
Net loan originations		(28,273	)		(17,715	)		(14,384	)
Other		(521	)		(662	)		(861	)

Cash flows from financing activities:
Net increase (decrease) in deposits		28,095			(556	)		13,505
Net increase (decrease) in borrowings		(5,000	)		7,000			(1,565	)
Purchase of stock		(1,821	)		(183	)		(46	)
Other		(1,325	)		(1,304	)		(919	)

Net increase (decrease) in cash and cash equivalents	$	1,896		$	(3,671	)	$	(5,922	)

River Valley Financial is required by applicable law and regulation to meet certain minimum capital standards. Such capital standards include a tangible capital requirement, a core capital requirement, or leverage ratio, and a risk-based capital requirement.

The tangible capital requirement requires savings associations to maintain “tangible capital” of not less than 1.5% of the association’s adjusted total assets. Tangible capital is defined in OTS regulations as core capital minus intangible assets. “Core capital” is comprised of common shareholders’ equity (including retained earnings), noncumulative preferred stock and related surplus, minority interests in consolidated subsidiaries, certain nonwithdrawable accounts and pledged deposits of mutual associations. OTS regulations require savings associations to maintain core capital generally equal to 4% of the association’s total assets except those associations with the highest examination rating and acceptable levels of risk.

OTS regulations require that savings associations maintain “risk-based capital” in an amount not less than 8% of “risk-weighted assets.” Risk-based capital is defined as core capital plus certain additional items of capital, which in the case of River Valley Financial includes a general loan loss allowance of $1.5 million at December 31, 2008.

River Valley Financial exceeded all of its regulatory capital requirements at December 31, 2008. The following table summarizes River Valley Financial’s regulatory capital requirements and regulatory capital at December 31, 2008:

	OTS Requirement					Actual Amount
	Percent of Assets			Amount		Percent of Assets (1)			Amount		Amount of Excess
	(Dollars in thousands)

Tangible capital		1.50	%	$	5,571		8.11	%	$	30,113	$	24,542
Core capital (2)		4.00	%		14,857		8.11			30,113		15,256
Risk-based capital		8.00	%		22,445		11.28			31,635		9,190

(1)	Tangible and core capital levels are shown as a percentage of total assets; risk-based capital levels are shown as a percentage of risk-weighted assets.

(2)

The OTS has proposed and is expected to adopt a core capital requirement for savings associations comparable to that adopted by the Office of the Comptroller of the Currency for national banks. The regulation requires core capital of at least 3% of total adjusted assets for savings associations that received the highest supervisory rating for safety and soundness, and 4% to 5% for all other savings associations. River Valley Financial is in compliance with this requirement.

Impact of Inflation and Changing Prices

The Consolidated Financial Statements and Notes thereto included herein have been prepared in accordance with generally accepted accounting principles, which require River Valley to measure financial position and results of operations in terms of historical dollars with the exception of investment and mortgage-backed securities available-for-sale, which are carried at fair value. Changes in the relative value of money due to inflation or recession are generally not considered.

In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the rate of inflation. While interest rates are greatly influenced by changes in the rate of inflation, they do not change at the same rate or in the same magnitude as the rate of inflation. Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as changes in monetary and fiscal policies.

Off-Balance Sheet Arrangements

As of the date of this Annual Report on Form 10-K, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement, or other contractual arrangement to which any entity unconsolidated with the Company is a party and under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

River Valley Bancorp

December 31, 2008 and 2007

Contents

Report of Independent Registered Public Accounting Firm	59

Consolidated Financial Statements
Balance Sheets	60
Statements of Income	61
Statements of Comprehensive Income	62
Statements of Stockholders’ Equity	63
Statements of Cash Flows	64
Notes to Financial Statements	65

Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Shareholders

River Valley Bancorp

Madison, Indiana

We have audited the accompanying consolidated balance sheets of River Valley Bancorp as of December 31, 2008 and 2007, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the years then ended. The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of River Valley Bancorp as of December 31, 2008, and 2007, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 17, the Company changed its method of accounting for fair value measurements in accordance with Statement of Financial Accounting Standards No. 157 in 2008.

Indianapolis, Indiana

March 16, 2009

River Valley Bancorp

Consolidated Balance Sheets

December 31, 2008 and 2007

	2008			2007
	(In Thousands, Except Share Amounts)
Assets
Cash and due from banks	$	3,645		$	5,131
Interest-bearing demand deposits		6,388			3,006
Cash and cash equivalents		10,033			8,137
Investment securities available for sale		52,284			58,999
Loans held for sale		130			312
Loans, net of allowance for loan losses of $2,364 and $2,208		285,304			258,628
Premises and equipment		7,704			7,631
Real estate, held for sale		259			184
Federal Home Loan Bank stock		4,850			4,750
Interest receivable		2,187			2,396
Cash value of life insurance		7,871			7,552
Other assets		1,722			1,472
Total assets	$	372,344		$	350,061
Liabilities
Deposits
Noninterest-bearing	$	21,393		$	18,619
Interest-bearing		226,384			201,063
Total deposits		247,777			219,682
Borrowings		97,217			102,217
Interest payable		704			724
Other liabilities		2,106			1,761
Total liabilities		347,804			324,384
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, no par value
Authorized and unissued - 2,000,000 shares
Common stock, no par value
Authorized - 5,000,000 shares
Issued and outstanding - 1,500,322 and 1,634,931 shares		7,409			9,160
Retained earnings		17,384			16,237
Accumulated other comprehensive gain (loss)		(253	)		280
Total stockholders’ equity		24,540			25,677
Total liabilities and stockholders’ equity	$	372,344		$	350,061

See Notes to Consolidated Financial Statements

River Valley Bancorp

Consolidated Statements of Income

Years Ended December 31, 2008 and 2007

	2008		2007
	(In Thousands, Except Per Share Amounts)
Interest Income
Loans receivable	$	17,527	$	17,347
Investment securities		2,489		2,647
Interest-earning deposits and other		319		564
Total interest income		20,335		20,558
Interest Expense
Deposits		6,034		7,653
Borrowings		4,842		4,681
Total interest expense		10,876		12,334
Net Interest Income		9,459		8,224
Provision for loan losses		1,080		562
Net Interest Income After Provision for Loan Losses		8,379		7,662
Other Income
Service fees and charges		2,111		2,138
Net realized gains (losses) on sales of available-for-sale securities		52		(21	)
Net gains on loan sales		230		104
Interchange fee income		290		136
Increase in cash value of life insurance		320		330
Trust operations income		157		194
Other income		52		111
Total other income		3,212		2,992
Other Expenses
Salaries and employee benefits		4,807		4,198
Net occupancy and equipment expenses		1,245		1,184
Data processing fees		378		178
Advertising		379		332
Mortgage servicing rights		164		295
Office supplies		142		123
Professional fees		217		400
Other expenses		1,051		965
Total other expenses		8,383		7,675
Income Before Income Tax		3,208		2,979
Income tax expense		713		770
Net Income	$	2,495	$	2,209
Basic Earnings per Share	$	1.54	$	1.36
Diluted Earnings per Share	$	1.53	$	1.34

See Notes to Consolidated Financial Statements

River Valley Bancorp

Consolidated Statements of Comprehensive Income

Years Ended December 31, 2008 and 2007

	2008			2007
	(In Thousands)

Net Income	$	2,495		$	2,209
Other comprehensive income (loss), net of tax
Unrealized gains (losses) on securities available for sale
Unrealized holding gains (losses) arising during the period, net of tax benefit (expense) of $267 and ($324)		(501	)		595
Less: Reclassification adjustment for gains (losses) included in net income, net of tax benefit (expense) of ($20) and $8		32			(13	)
		(533	)		608
Comprehensive Income	$	1,962		$	2,817

See Notes to Consolidated Financial Statements

River Valley Bancorp

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2008 and 2007

										Accumulated
										Other
										Comprehensive
				Common			Retained			Income
	Shares			Stock			Earnings			(Loss)			Total

Balances, January 1, 2007		1,620,431		$	9,129		$	15,346		$	(328	)	$	24,147
Net income								2,209						2,209
Unrealized losses on securities, net of reclassification adjustment											608			608
Cash dividends ($.81 per share)								(1,318	)					(1,318	)
Exercise of stock options		14,504			103									103
Tax benefit of stock options exercised and RRP					17									17
Contribution to stock benefit plans					(107	)								(107	)
Issuance of ESOP shares		9,996			175									175
Stock option expense					2									2
Amortization of expense related to stock compensation plans					24									24
Purchase of stock		(10,000	)		(183	)								(183	)
Balances, December 31, 2007		1,634,931			9,160			16,237			280			25,677
Net income								2,495						2,495
Unrealized losses on securities, net of reclassification adjustment											(533	)		(533	)
Cash dividends ($.84 per share)								(1,348	)					(1,348	)
Exercise of stock options		4,950			8									8
Stock option expense					4									4
Amortization of expense related to stock compensation plans					58									58
Purchase of stock		(139,559	)		(1,821	)								(1,821	)
Balances, December 31, 2008		1,500,322		$	7,409		$	17,384		$	(253	)	$	24,540

See Notes to Consolidated Financial Statements

River Valley Bancorp

Consolidated Statements of Cash Flows

Years Ended December 31, 2008 and 2007

	2008			2007
	(In Thousands)
Operating Activities
Net income	$	2,495		$	2,209
Items not requiring (providing) cash
Provision for loan losses		1,080			562
Depreciation and amortization		603			601
Deferred income tax		79			(27	)
Investment securities (gain) loss		(52	)		21
Loans originated for sale in the secondary market		(9,827	)		(6,303	)
Proceeds from sale of loans in the secondary market		10,121			6,040
Gain on sale of loans		(230	)		(104	)
Amortization of deferred loan origination cost		122			125
Issuance of ESOP shares		—			175
Amortization of expense related to stock benefit plans		58			24
Net change in
Interest receivable		209			(62	)
Interest payable		(20	)		19
Other adjustments		52			(743	)
Net cash provided by operating activities		4,690			2,537
Investing Activities
Purchase of FHLB stock		(100	)		(350	)
Purchases of securities available for sale		(23,914	)		(18,181	)
Proceeds from maturities of securities available for sale		19,949			16,483
Proceeds from sales of securities available for sale		10,016			8,910
Net change in loans		(28,273	)		(17,715	)
Purchases of premises and equipment		(689	)		(415	)
Proceeds from sale of real estate acquired through foreclosure		262			103
Other investing activities		6			—
Net cash used in investing activities		(22,743	)		(11,165	)
Financing Activities
Net change in
Noninterest-bearing, interest-bearing demand and savings deposits		(8,389	)		8,529
Certificates of deposit		36,484			(9,085	)
Proceeds from borrowings		37,000			36,000
Repayment of borrowings		(42,000	)		(29,000	)
Cash dividends		(1,376	)		(1,299	)
Purchase of stock		(1,821	)		(183	)
Proceeds from exercise of stock options		8			103
Advances by borrowers for taxes and insurance		43			(18	)
Acquisition of stock for stock benefit plans		—			(107	)
Tax benefit on stock options exercised		—			17
Net cash provided by financing activities		19,949			4,957
Net Change in Cash and Cash Equivalents		1,896			(3,671	)
Cash and Cash Equivalents, Beginning of Year		8,137			11,808
Cash and Cash Equivalents, End of Year	$	10,033		$	8,137
Additional Cash Flows Information
Interest paid	$	10,896		$	12,315
Income tax paid		937			770
Transfer of loans to real estate held for sale		395			287

See Notes to Consolidated Financial Statements

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 1: Nature of Operations and Summary of Significant Accounting Policies

The accounting and reporting policies of River Valley Bancorp (Company) and its wholly owned subsidiary, River Valley Financial Bank (Bank) and the Bank’s wholly owned subsidiaries, Madison 1st Service Corporation (First Service), RVFB Investments, Inc. (RVFB Investments), RVFB Holdings, Inc. (RVFB Holdings), and RVFB Portfolio, LLC (RVFB Portfolio), conform to accounting principles generally accepted in the United States of America and reporting practices followed by the thrift industry. The more significant of the policies are described below.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The Company is a thrift holding company whose principal activity is the ownership and management of the Bank. The Bank operates under a federal thrift charter and provides full banking services, in a single significant business segment. As a federally chartered thrift, the Bank is subject to regulation by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation.

The Bank generates commercial, mortgage and consumer loans and receives deposits from customers located primarily in southeastern Indiana. The Bank’s loans are generally secured by specific items of collateral including real property, consumer assets and business assets.

Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiary, the Bank. The Bank currently owns four subsidiaries. First Service, which was incorporated under the laws of the State of Indiana on July 3, 1973, currently holds land and cash but does not otherwise engage in significant business activities. RVFB Investments, RVFB Holdings, and RVFB Portfolio were established in Nevada the latter part of 2005. They hold and manage a significant portion of the Bank’s investment portfolio. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

Cash Equivalents - The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.

Investment Securities - Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost. Debt securities not classified as held to maturity and marketable equity securities are classified as available for sale. Securities available for sale are carried at fair value with unrealized gains and losses reported separately in accumulated other comprehensive income, net of tax.

Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on sales of securities are determined on the specific-identification method.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Loans held for sale are carried at the lower of aggregate cost or market. Market is determined using the aggregate method. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income based on the difference between estimated sales proceeds and aggregate cost.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoffs are reported at their outstanding principal balances adjusted for any charge-offs, the allowance for loan losses, any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term. Generally, loans are placed on non-accrual status at 90 days past due and interest is considered a loss, unless the loan is well-secured and in the process of collection.

Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Groups of loans with similar risk characteristics, including individually evaluated loans not determined to be impaired, are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the straight-line method based principally on the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations.

Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula.

Foreclosed assets are carried at fair value less estimated selling costs. When foreclosed assets are acquired, any required adjustment is charged to the allowance for loan losses. All subsequent activity is included in current operations.

Mortgage servicing rights on originated loans are capitalized by allocating the total cost of the mortgage loans between the mortgage servicing rights and the loans based on their relative fair values. Capitalized servicing rights are amortized in proportion to and over the period of estimated servicing revenues.

Stock options - The Company has a stock-based employee compensation plan, which is described more fully in Note 13. The Company accounts for this plan under the recognition and measurement principles of Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment.

Income tax in the consolidated statements of income includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes.

Effective January 1, 2007, the Company adopted the provisions of the Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FIN 48, the Company did not identify any uncertain tax positions that it believes should be recognized in the financial statements. The Company’s tax years still subject to examination by taxing authorities are years subsequent to 2004.

Earnings per share have been computed based upon the weighted-average common shares outstanding during each year. Unearned ESOP shares have been excluded from the computation of average shares outstanding.

Reclassifications of certain amounts in the 2007 consolidated financial statements have been made to conform to the 2008 presentation.

Current Economic Conditions present financial institutions with unprecedented circumstances and challenges which in some cases have resulted in large declines in the fair values of investments and other assets, constraints on liquidity and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans. The financial statements have been prepared using values and information currently available to the Company.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses, capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

Note 2: Restriction on Cash and Due From Banks

The Bank is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank. The reserve required at December 31, 2008 was $740,000.

Note 3: Investment Securities

	2008
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale
Federal agencies	$	12,900	$	462	$	—	$	13,362
State and municipal		16,978		31		677		16,332
Mortgage and other asset-backed securities		18,376		573		—		18,949
Corporate		4,414		7		780		3,641
Total investment securities	$	52,668	$	1,073	$	1,457	$	52,284

	2007
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale
Federal agencies	$	35,821	$	324	$	22	$	36,123
State and municipal		15,598		104		58		15,644
Mortgage and other asset-backed securities		6,256		89		1		6,344
Corporate		888		—		—		888
Total investment securities	$	58,563	$	517	$	81	$	58,999

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

The amortized cost and fair value of securities available for sale at December 31, 2008, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale
	Amortized Cost		Fair Value
Less than one year	$	1,997	$	2,021
One to five years		8,903		9,034
Five to ten years		9,066		8,923
More than ten years		14,326		13,357
		34,292		33,335
Mortgage and other asset-backed securities		18,376		18,949
Totals	$	52,668	$	52,284

Securities with a carrying value of $3,087,000 and $6,011,000 were pledged at December 31, 2008 and 2007 to secure FHLB advances. Securities with a carrying value of $15,779,000 and $17,004,000 were pledged at December 31, 2008 and 2007 to secure certain deposits and for other purposes as permitted or required by law.

Proceeds from sales of securities available for sale during 2008 and 2007 were $10,016,000 and $8,910,000, respectively. Gross gains of $52,000 and $11,000 and gross losses of $0 and $32,000 resulting from sales of available for sale securities were realized for 2008 and 2007 respectively.

Certain investment securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at December 31, 2008 and 2007, were $16,524,000 and $21,094,000, which is approximately 31.6 percent and 35.7 percent of the Company’s investment portfolio. Included in corporate securities at December 31, 2008 are two pooled trust preferred issues with individual unrealized losses of $540,000 and $168,000, respectively. These two securities are rated Aaa by Moodys indicating these securities are considered of high quality and of very low credit risk. Management believes that the decline in the market value is due primarily to the interest rates, maturity dates (beyond 10 years) and thin trading activity.

Management has the ability and intent to hold securities with unrealized losses to recovery, which may be maturity. Based on evaluation of available evidence, including recent changes in market interest rates, management believes that any decline in fair values for these securities are temporary.

Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

The following tables show our investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2008 and December 31, 2007:

	2008
	Less than 12 Months					12 Months or More				Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

State and Municipal	$	13,400	$	(677	)	$	—	$	—	$	13,400	$	(677	)
Corporate Securities		3,124		(780	)		—		—		3,124		(780	)
Total temporarily impaired securities	$	16,524	$	(1,457	)	$	—	$	—	$	16,524	$	(1,457	)

	2007
	Less than 12 Months				12 Months or More				Total
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

U. S. Government agencies	$	999	$	—	$	12,961	$	22	$	13,960	$	22
State and Municipal		2,241		28		3,908		30		6,149		58
Mortgage and other asset-backed securities		985		1		—		—		985		1
Total temporarily impaired securities	$	4,225	$	29	$	16,869	$	52	$	21,094	$	81

Note 4: Loans and Allowance

	2008			2007
Residential real estate
One-to-four family residential	$	128,215		$	118,113
Multi-family residential		9,924			10,274
Construction		10,999			14,319
Nonresidential real estate and land		88,956			81,064
Commercial		46,397			34,649
Consumer and other		5,058			6,036
		289,549			264,455
Unamortized deferred loan costs		503			494
Undisbursed loans in process		(2,384	)		(4,113	)
Allowance for loan losses		(2,364	)		(2,208	)
Total loans	$	285,304		$	258,628

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

	2008			2007
Allowance for loan losses
Balances, January 1	$	2,208		$	2,176
Provision for losses		1,080			562
Recoveries on loans		124			136
Loans charged off		(1,048	)		(666	)
Balances, December 31	$	2,364		$	2,208

Information on impaired loans is summarized below.

	2008		2007
Impaired loans with an allowance	$	3,268	$	668
Impaired loans for which the discounted cash flows or collateral value exceeds the carrying value of the loan		2,704		3,516
	$	5,972	$	4,184
Allowance for impairment loans (included in the Company’s allowance for loan losses)	$	772	$	461

	2008		2007
Average balance of impaired loans	$	3,825	$	3,748
Interest income recognized on impaired loans		257		225
Cash-basis interest included above		93		33

At December 31, 2008 and 2007, the Company had non-accruing loans totaling $1,045,000 and $1,825,000, respectively. At December 31, 2008 and 2007, there were no accruing loans delinquent 90 days or more.

Note 5: Premises and Equipment

	2008			2007
Land	$	1,503		$	1,503
Buildings		6,972			6,507
Equipment		3,744			3,621
Construction in progress		10			63
Total cost		12,229			11,694
Accumulated depreciation and amortization		(4,525	)		(4,063	)
Net	$	7,704		$	7,631

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 6: Deposits

	2008		2007

Demand deposits	$	91,039	$	102,036
Savings deposits		27,338		24,730
Certificates and other time deposits of $100,000 or more		62,166		32,498
Other certificates and time deposits		67,234		60,418
Total deposits	$	247,777	$	219,682

Certificates and other time deposits maturing in
2009	$	97,704
2010		13,621
2011		8,116
2012		8,282
2013		1,535
Thereafter		142
	$	129,400

Note 7: Borrowings

	2008		2007
Federal Home Loan Bank advances	$	90,000	$	95,000
Subordinated debentures		7,217		7,217
Total borrowings	$	97,217	$	102,217

Maturities by year for advances at December 31, 2008 are $17,000,000 in 2009, $24,000,000 in 2010, $17,000,000 in 2011, $17,000,000 in 2012, $2,000,000 in 2013 and $13,000,000 in 2014 and thereafter. The weighted-average interest rate at December 31, 2008 and 2007 was 4.61% and 4.64%.

The Federal Home Loan Bank advances are secured by loans and investment securities totaling $186,286,000 at December 31, 2008. Advances are subject to restrictions or penalties in the event of prepayment.

On March 13, 2003, the Company formed RIVR Statutory Trust I (Trust), a statutory trust formed under the laws of the State of Connecticut. On March 26, 2003, the Trust issued 7,000 Fixed/Floating Rate Capital Securities with a liquidation amount of $1,000 per Capital Security in a private placement to an offshore entity for an aggregate offering price of $7,000,000, and 217 Common Securities with a liquidation amount of $1,000 per Common Security to the Company for $217,000. The aggregate proceeds of $7,217,000 were used by the Trust to purchase $7,217,000 in Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures from the Company. The Debentures and the Common and Capital Securities have a term of 30 years, bear interest at the annual rate of 6.4% for five years and thereafter bear interest at the rate of the 3-Month LIBOR plus 3.15%. The Company has guaranteed payment of amounts owed by the Trust to holders of the Capital Securities.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 8: Loan Servicing

Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others totaled $75,666,000 and $78,010,000 at December 31, 2008 and 2007, respectively.

The Company uses comparable market values and a valuation model that calculates the present value of future cash flows to estimate fair value of its mortgage servicing rights. For purposes of measuring impairment, risk characteristics including product type, investor type, and interest rates, were used to stratify the originated mortgage servicing rights.

	2008			2007
Mortgage Servicing Rights
Balances, January 1	$	284		$	525
Servicing rights capitalized		119			54
Amortization of servicing rights		(164	)		(295	)
Balances, December 31	$	239		$	284

Note 9: Income Tax

	2008			2007
Income tax expense (benefit)
Currently payable
Federal	$	578		$	719
State		56			78
Deferred
Federal		81			(30	)
State		(2	)		3
Total income tax expense	$	713		$	770

Reconciliation of federal statutory to actual tax expense (benefit)
Federal statutory income tax at 34%	$	1,091		$	1,013
Effect of state income taxes		36			53
Tax exempt interest		(243	)		(197	)
Cash value of life insurance		(109	)		(112	)
Other		(62	)		13
Actual tax expense	$	713		$	770
Effective tax rate		22.2	%		25.9	%

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

A cumulative net deferred tax asset is included in the balance sheets. The components of the asset are as follows:

	2008			2007
Assets
Allowance for loan losses	$	906		$	862
Deferred compensation		339			322
Pensions and employee benefits		—			—
Purchase accounting adjustments		40			46
Securities available for sale		131			—
Investment valuation allowance		102			103
Other		22			26
Total assets		1,540			1,359
Liabilities
Depreciation and amortization		(619	)		(479	)
Loan fees		(193	)		(193	)
Pensions and employee benefits		(22	)		(20	)
Mortgage servicing rights		(92	)		(111	)
Federal Home Loan Bank stock dividends		(100	)		(102	)
Prepaid expenses		(143	)		(137	)
Securities available for sale		—			(155	)
Other		(24	)		(22	)
Total liabilities		(1,193	)		(1,219	)
	$	347		$	140

Retained earnings include approximately $2,100,000 for which no deferred income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions as of December 31, 1987 for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes only, which income would be subject to the then-current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $714,000.

Note 10: Commitments and Contingent Liabilities

In the normal course of business there are outstanding commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, which are not included in the accompanying financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making such commitments as it does for instruments that are included in the consolidated balance sheets.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Financial instruments whose contract amount represents credit risk as of December 31 were as follows:

	2008		2007
Commitments to extend credit	$	36,294	$	30,565
Standby letters of credit		942		1,258

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.

The Company and subsidiaries lease operating facilities under lease arrangements expiring 2010 through 2030. Rental expense included in the consolidated statements of income for the years ended December 31, 2008 and 2007 was $117,000 and $115,000.

Future minimum lease payments under the leases are:

2009	$	209
2010		180
2011		177
2012		178
2013		184
Thereafter		2,007
Total minimum lease payments	$	2,935

The Company and Bank are also subject to claims and lawsuits which arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position of the Company.

Note 11: Dividend and Capital Restrictions

Without prior approval, current regulations allow the Bank to pay dividends to the Company not exceeding net profits (as defined) for the current year plus those for the previous two years. The Bank normally restricts dividends to a lesser amount because of the need to maintain an adequate capital structure. At December 31, 2008, the stockholder’s equity of the Bank was $30,448,000 of which approximately $29,212,000 was restricted from dividend distribution to the Company.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 12: Regulatory Capital

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies and is assigned to a capital category. The assigned capital category is largely determined by three ratios that are calculated according to the regulations: total risk adjusted capital, Tier 1 capital, and Tier 1 leverage ratios. The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity’s activities that are not part of the calculated ratios.

There are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized. Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank’s operations. At December 31, 2008 and 2007, the Bank is categorized as well capitalized and met all subject capital adequacy requirements. There are no conditions or events since December 31, 2008 that management believes have changed the Bank’s classification.

	Actual					Required for Adequate Capital					To Be Well Capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
2008
Total risk-based capital (to risk-weighted assets)	$	31,635		11.28	%	$	22,445		8.00	%	$	28,057		10.00	%
Tier 1 capital (to risk-weighted assets)		30,113		10.73	%		11,223		4.00	%		16,834		6.00	%
Core capital (to adjusted total assets)		30,113		8.11	%		14,857		4.00	%		18,571		5.00	%
Core capital (to adjusted tangible assets)		30,113		8.11	%		7,428		2.00	%		N/A		N/A
Tangible capital (to adjusted total assets)		30,113		8.11	%		5,571		1.50	%		N/A		N/A


2007
Total risk-based capital (to risk-weighted assets)	$	31,276		12.37	%	$	20,209		8.00	%	$	25,261		10.00	%
Tier 1 capital (to risk-weighted assets)		29,542		11.69	%		10,104		4.00	%		15,156		6.00	%
Core capital (to adjusted total assets)		29,542		8.49	%		13,933		4.00	%		17,417		5.00	%
Core capital (to adjusted tangible assets)		29,542		8.49	%		6,967		2.00	%		—		N/A
Tangible capital (to adjusted total assets)		29,542		8.49	%		5,225		1.50	%		—		N/A

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 13: Employee Benefits

The Bank provides pension benefits for substantially all of the Bank’s employees who were employed by the Bank prior to September 1, 2005, through its participation in a pension fund known as the Pentegra Group. This plan is a multi-employer plan; separate actuarial valuations are not made with respect to each participating employer. Pension expense related to this plan was $156,000 and $200,000 for the years ended December 31, 2008 and 2007.

The Bank has a retirement savings 401(k) plan in which substantially all employees may participate. For employees hired prior to September 1, 2005, the Bank matches employees’ contributions at the rate of 50 percent for the first 6 percent of W-2 earnings contributed by participants. For employees hired on or after September 1, 2005, the Bank matches employees’ contributions at the rate of 100 percent for the first 6 percent of W-2 earnings contributed by participants. The Bank’s expense for the plan was $92,000 and $73,000 for the years ended December 31, 2008 and 2007.

The Bank has a supplemental retirement plan which provides retirement benefits to all directors. The Bank’s obligations under the plan have been funded by the purchase of key man life insurance policies, of which the Bank is the beneficiary. Expense recognized under the supplemental retirement plan totaled approximately $82,000 and $79,000 for the years ended December 31, 2008 and 2007.

The Company has an ESOP covering substantially all employees of the Company and Bank. All contributions to the ESOP are determined annually by the Board of Directors of the Company and Bank. Compensation expense was recorded based on the annual contributions to the ESOP. ESOP expense for the years ended December 31, 2008 and 2007 was $151,000 and $175,000, respectively. At December 31, 2008, the ESOP had 152,443 allocated shares, no suspense shares and no committed-to-be released shares. At December 31, 2008 and 2007, the fair value of the 152,443 and 137,733 allocated shares held by the ESOP was $1,913,000 and $1,970,000, respectively.

The Company also has a Recognition and Retention Plan (RRP) which provides for the award and issuance of up to 95,220 shares of the Company’s stock to members of the Board of Directors and management. Over the life of the plan, the RRP has purchased 80,990 shares of the Company’s common stock in the open market and had 400 shares forfeited back into the fund. The total of 81,390 shares have all been awarded. Common stock awarded under the RRP vests ratably over a five-year period, commencing with the date of the award. Expense recognized under the RRP plan totaled approximately $53,000 and $37,000 for the years ended December 31, 2008 and 2007.

Unvested RRP shares at December 31, 2008:

	Number of Shares			Grant Date Fair Value

Beginning of year		9,000		$	19.96
Granted		—			—
Exercised		(2,550	)		20.62
End of year		6,450		$	19.69

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Unearned compensation at December 31, 2008 related to RRP shares is $127,000 and will be recognized over a weighted average period of 2.5 years.

Note 14: Related Party Transactions

The Bank has entered into transactions with certain directors, executive officers, significant stockholders and their affiliates or associates (related parties). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features.

The aggregate amount of loans, as defined, to such related parties were as follows:

Balances, January 1, 2008	$	2,255
Change in composition		—
New loans, including renewals		1,042
Payments, etc., including renewals		966
Balances, December 31, 2008	$	2,331

Deposits from related parties held by the Bank at December 31, 2008 and 2007 totaled $1,346,000 and $985,000.

Note 15: Stock Option Plan

The Company’s Incentive Stock Option Plan (the Plan), which is shareholder approved, permits the grant of stock options to its directors, officers and other key employees. The Plan authorized the grant of options for up to 238,050 shares of the Company’s common stock, which generally vest at a rate of 20 percent a year and have a 10-year contractual term. The Company believes that such awards better align the interests of its directors and employees with those of its shareholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company generally issues shares from its authorized shares to satisfy option exercises.

The fair value of each option award is estimated on the date of grant using a binomial option valuation model that uses the assumptions noted in the following table. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. No grants were made in 2007.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

	2008

Volatility factors of expected market price of common stock		25.00	%
Dividend yields		5.07	%
Weighted average expected life of options	5.7 years
Risk-free rate		3.75	%

A summary of option activity under the Plan as of December 31, 2008, and changes during the years then ended, is presented below:

	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding, beginning of year	$	42,900	$	9.59
Granted		19,000		14.56
Exercised		7,350		6.32
Forfeited or expired		—

Outstanding, end of year	$	54,550	$	11.76		5.01	$	136,000

Exercisable, end of year	$	34,550	$	9.92		2.41	$	136,000

The weighted average grant-date value of options granted during 2008 was $2.25.

The total intrinsic value of options exercised during the years ended December 31, 2008 and 2007 was $72,000 and $150,000 respectively.

As of December 31, 2008 and 2007, there was $37,000 and $1,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost for both periods was expected to be recognized over a weighted-average period of 4.35 years.

During 2008 and 2007 the Company recognized $3,500 and $1,500 of share-based compensation expense with no tax benefit related to the share based compensation expense.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 16: Earnings Per Share

Earnings per share have been computed based upon the weighted average common shares outstanding. Unearned Employee Stock Ownership Plan shares have been excluded from the computation of average common shares outstanding.

	2008						2007						2006
	Income		Weighted- Average Shares		Per Share Amount		Income		Weighted- Average Shares		Per Share Amount		Income		Weighted- Average Shares		Per Share Amount
Basic Earnings Per Share
Income available to common stockholders	$	2,495		1,621,070	$	1.54	$	2,209		1,624,512	$	1.34	$	1,945		1,607,319	$	1.21
Effect of Dilutive Stock Options				14,418						25,779						38,857
Diluted Earnings Per Share
Income available to common stockholders and assumed conversions	$	2,495		1,635,488	$	1.53	$	2,209		1,650,291	$	1.36	$	1,945		1,646,176	$	1.18

Options to purchase 5,000 shares of common stock at an exercise price of $22.25 per share were outstanding for the periods ending December 31, 2008 and 2007. Options to purchase 19,000 shares of common stock at $14.56 per share were outstanding for the period ending December 31, 2008. Neither group of options were included in the computation of diluted earnings per share because the option price was greater than the average market price of the common shares.

Note 17: Disclosures About Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FAS 157 has been applied prospectively as of the beginning of the period.

FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1

Quoted prices in active markets for identical assets or liabilities

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available-for-Sale Securities

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include collateralized mortgage obligations, mortgage backed securities, federal agency securities and certain municipal securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and includes pooled trust preferred securities which are less liquid securities.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheet measured at fair value on a recurring basis and the level within the FAS 157 fair value hierarchy in which the fair value measurements fall at December 31, 2008 (in thousands).

			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Input (Level 3)

Available-for-sale securities	$	52,284	$	—	$	51,201	$	1,083

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying balance sheet using significant unobservable (Level 3) inputs for the year ended December 31, 2008 (in thousands):

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Beginning balance	$	888

Total realized and unrealized gains and losses
Amortization included in net income		2
Unrealized (losses) included in other comprehensive income		(542	)
Purchases, issuances and settlements including paydowns		1,793
Transfers in (out) of Level 3		(1,058	)

Ending balance	$	1,083

Total gains or losses for the period included in net income attributable to the change in unrealized gains or losses related to assets and liabilities still held at the reporting date	$	—

There were no realized or unrealized gains or losses included in net income for the period from January 1, 2008, through December 31, 2008.

At January 1, 2008, Level 3 securities include a pooled trust preferred security. The fair value on this security is calculated using a combination of observable and unobservable assumptions as a quoted market price is not readily available. This security remains in Level 3 at December 31, 2008. During 2008, a second pooled trust preferred security was purchased. As of September 30, 2008, the security was included in Level 2 and was priced based on broker quotes for similar securities. At December 31, 2008, trading of these types of securities was only conducted on a distress sale or forced liquidation basis. As a result, the Company is now measuring the fair value using discounted cash flow projections and has included the security in Level 3. During the second quarter of 2008, a collateralized mortgage obligation (CMO) was purchased and is included in Level 3. At September 30, 2008, the Company was able to price this CMO using observable inputs and security was transferred to Level 2.

Following is a description of the valuation methodologies used for instruments measured at fair values on a non-recurring basis and recognized in the accompanying balance sheet, as well as the general classification of such instruments pursuant to the valuation hierarchy.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheet measured at fair value on a non-recurring basis and the level within the FAS 157 fair value hierarchy in which the fair value measurements fall at December 31, 2008 (in thousands).

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Impaired loans	$	2,512	$	—	$	—	$	2,512
Mortgage servicing rights		119		—		—		119

Impaired Loans

Impaired loans are carried at the present value of estimated future cash flows using the loan’s existing rate, or the fair value of collateral if the loan is collateral dependent. Loans are evaluated for impairment quarterly. During 2008, certain of these impaired loans were impaired for the first time, partially charged-off or re-evaluated, resulting in a remaining balance for these loans, net of specific allowance, of $2,512,000. This valuation would be considered Level 3. Level 3 inputs for impaired loans included current and prior appraisals, discounting factors, the borrowers’ financial results and other considerations including expected cash flows.

Mortgage Servicing Rights

Mortgage servicing rights are initially recorded at fair value and are subsequently reported at amortized cost and periodically evaluated for impairment as described in SFAS No. 156, Accounting for Servicing of Financial Assets-an amendment of FASB Statement No. 140. New mortgage servicing rights recorded during the current accounting period are recorded at fair value and are disclosed as a nonrecurring measurement.

Mortgage servicing rights recorded as an asset during the year ended December 31, 2008 totaled $119,000. Mortgage servicing rights do not trade in an active, open market with readily observable prices. Accordingly, fair values of new mortgage servicing rights are estimated using discounted cash flow models. Due to the nature of the valuation inputs, recording initial mortgage servicing rights are classified within Level 3 of the hierarchy.

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and Cash Equivalents - The fair value of cash and cash equivalents approximates carrying value.

Investment Securities - Fair values are based on quoted market prices.

Loans Held for Sale - Fair values are based on quoted market prices.

Loans - The fair value for loans is estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Interest Receivable/Payable - The fair values of interest receivable/payable approximate carrying values.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

FHLB Stock - Fair value of FHLB stock is based on the price at which it may be resold to the FHLB.

Deposits - The fair values of noninterest-bearing, interest-bearing demand and savings accounts are equal to the amount payable on demand at the balance sheet date. The carrying amounts for variable rate, fixed-term certificates of deposit approximate their fair values at the balance sheet date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on such time deposits.

Federal Home Loan Bank Advances - The fair value of these borrowings are estimated using a discounted cash flow calculation, based on current rates for similar debt.

Other Borrowings - The fair value of these borrowings are estimated using a discounted cash flow calculation, based on current rates for similar debt.

Advance Payment by Borrowers for Taxes and Insurance - The fair value approximates carrying value.

Off-Balance Sheet Commitments - - Commitments include commitments to originate mortgage and consumer loans and standby letters of credit and are generally of a short-term nature. The fair value of such commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The carrying amounts of these commitments, which are immaterial, are reasonable estimates of the fair value of these financial instruments.

The estimated fair values of the Company’s financial instruments are as follows:

	2008				2007
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Cash and cash equivalents	$	10,033	$	10,033	$	8,137	$	8,137
Investment securities available for sale		52,284		52,284		58,999		58,999
Loans including loans held for sale, net		285,434		290,367		258,940		261,584
Interest receivable		2,187		2,187		2,396		2,396
Stock in FHLB		4,850		4,850		4,750		4,750
Liabilities
Deposits		247,777		251,608		219,682		220,379
FHLB advances		90,000		96,163		95,000		96,649
Other borrowings		7,217		7,225		7,217		7,210
Interest payable		704		704		724		724
Advance payments by borrowers for taxes and insurance		110		110		67		67
Off-Balance Sheet Assets (Liabilities)
Commitments to extend credit		—		—		—		—
Standby letters of credit		—		—		—		—

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 18: Condensed Financial Information (Parent Company Only)

Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company:

Condensed Balance Sheets
	2008		2007
Assets
Cash and due from banks	$	993	$	2,820
Investment in common stock of the Bank		30,448		30,274
Investment in RVB Trust I		217		217
Other assets		448		442
Total assets	$	32,106	$	33,753
Liabilities
Borrowings	$	7,217	$	7,217
Dividends payable		315		343
Other liabilities		34		516
Total liabilities		7,566		8,076
Stockholders’ Equity		24,540		25,677
Total liabilities and stockholders’ equity	$	32,106	$	33,753

Condensed Statements of Income
	2008		2007
Income
Dividends from the Bank	$	2,200	$	2,000
Other income		25		57
Total income		2,225		2,057
Expenses
Interest expense		452		462
Other expenses		221		215
Total expenses		673		677
Income before income tax and equity in undistributed income of subsidiary		1,552		1,380
Income tax benefit		293		242
Income before equity in undistributed income of subsidiary		1,845		1,622
Equity in undistributed income of the Bank		650		587
Net Income	$	2,495	$	2,209

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Condensed Statements of Cash Flows
	2008			2007
Operating Activities
Net income	$	2,495		$	2,209
Items not providing cash		(1,133	)		(282	)
Net cash provided by operating activities		1,362			1,927
Financing Activities
Purchase of stock		(1,821	)		(183	)
Proceeds from exercise of stock options		8			103
Tax benefit on stock options exercised		0			17
Cash dividends		(1,376	)		(1,299	)
Net cash used in financing activities		(3,189	)		(1,362	)
Net Change in Cash and Cash Equivalents		(1,827	)		565
Cash and Cash Equivalents at Beginning of Year		2,820			2,255
Cash and Cash Equivalents at End of Year	$	993		$	2,820

Note 19: Quarterly Results of Operations (Unaudited)

Quarter Ending	Interest Income		Interest Expense		Net Interest Income		Provision For Loan Losses		Net Income		Basic Earnings Per Share		Diluted Earnings Per Share
2008
March	$	5,161	$	2,926	$	2,235	$	200	$	615	$	.38	$	.37
June		4,968		2,659		2,309		200		589		.36		.36
September		5,142		2,689		2,453		245		645		.39		.39
December		5,120		2,601		2,519		435		646		.41		.41
	$	20,391	$	10,875	$	9,516	$	1,080	$	2,495	$	1.54	$	1.53
2007
March	$	4,958	$	3,009	$	1,949	$	48	$	533	$	.33	$	.33
June		5,022		3,007		2,015		48		558		.34		.34
September		5,255		3,152		2,103		196		532		.33		.32
December		5,323		3,166		2,157		270		586		.36		.35
	$	20,558	$	12,334	$	8,224	$	562	$	2,209	$	1.36	$	1.34

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

Note 20: Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115, which was effective for the Company on January 1, 2008. The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; b) is irrevocable (unless a new election date occurs); and c) is applied only to entire instruments and not to portions of instruments. Management did not elect the fair value option for any financial assets or liabilities.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (formerly referred to as purchase method) is used for all business combinations and that an acquirer is identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as of the date that the acquirer achieves control. This Statement requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values. This Statement requires the acquirer to recognize acquisition-related costs and restructuring costs separately from the business combination as period expense. This Statement requires that loans acquired in a purchase business combination be the present value of amounts to be received. Valuation allowances should reflect only those losses incurred by the investor after acquisition. This Statement is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

Management has evaluated the provisions of this statement, but currently is not involved in acquisition activity. Management does not anticipate that the provisions of this statement would have any impact on the financial position or results of operation of the Company.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - an Amendment to ARB No. 51. This Statement establishes new accounting and reporting standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The Statement also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Management has evaluated the provisions of this statement. There is no ownership interest other than the parent company and therefore, management does not anticipate that the provisions of this statement will have any impact on the financial position or results of operation of the Company.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about a) how and why an entity uses derivative instruments, b)

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Management is currently in the process of determining what effect the provisions of this statement will have on the Company’s consolidated financial statements.

Note 21: Subsequent Event: Economic Recovery Programs

On November 13, 2008, the Company filed an initial application pursuant to the TARP’s Capital Purchase Program (“CPP”) with its regulator, the OTS, seeking approval to sell $8,100,000 in preferred stock to the Treasury (which equalled approximately 3% of its total risk weighted assets as of September 30, 2008).

The Company received preliminary approval of its application, and the Company called a Special Meeting of Shareholders on March 10, 2009, to consider whether to amend the Company’s Articles of Incorporation to permit the sale of preferred stock to the Treasury or similar investors. Although the shareholders approved the amendment, which became effective on March 13, 2009, the Board of Directors determined that the Company will not participate in the TARP’s CPP, as more fully discussed in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The American Recovery and Reinvestment Act of 2009 (“ARRA”), signed into law on February 17, 2009, amended the EESA as it applies to institutions that received financial assistance under TARP. ARRA, more commonly known as the economic stimulus or economic recovery package, includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients until the institution has repaid the Treasury.

Before and after EESA and ARRA, there have been numerous actions by the Federal Reserve Board, Congress, the Treasury, the FDIC, the IRS, the SEC and others to further the economic and banking industry stabilization efforts. It remains unclear at this time what further legislative and regulatory measures will be implemented affecting the Company. To date, the Company or the Bank has elected to participate only in the FDIC’s Debt Guarantee Program, which provides for the guarantee of eligible newly issued senior unsecured debt of participating entities, and the FDIC’s Transaction Account Guarantee Program, which provides, without charge to depositors, a full guarantee on all non-interest bearing transaction accounts held by any depositor, regardless of dollar amount, through December 31, 2009. Both of these programs are part of the FDIC’s Temporary Liquidity Guarantee Program and are further discussed in Item 1 – Business - Regulation - Insurance of Deposits.

In February 2009, the Board of Directors of the FDIC voted to amend the restoration plan for the Deposit Insurance Fund (“DIF”). The amended restoration plan extended the period of time to raise the DIF reserve ratio to 1.15 percent from five to seven years. The amended restoration plan also includes a final rule that sets assessment rates. Under this final rule, beginning on April 1, 2009 the Company expects the FDIC premium assessed to the Company to increase.

River Valley Bancorp

Notes to Consolidated Financial Statements

December 31, 2008 and 2007

(Table Dollar Amounts in Thousands, Except Per Share Amounts)

The Board of the FDIC also adopted an interim rule imposing a 20 basis point special assessment on insured institutions as of June 30, 2009 which will be payable on September 30, 2009. The interim rule would also allow the assessment of additional special assessments of up to 10 basis points after June 30, 2009 as deemed necessary. On March 5, 2009, FDIC Chairman Sheila Bair announced that if Congress adopts legislation expanding the FDIC’s line of credit with Treasury from $30 billion to $100 billion, the FDIC might have the flexibility to reduce the special emergency assessment, possibly from 20 to 10 point basis points. Assuming the legislation passes and the FDIC reduces the special assessment to 10 basis points, we anticipate that the special assessment for the Bank would total approximately $236,000, based on current deposit levels.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There are no such changes and disagreements to report during the applicable period.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Evaluation of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the most recent fiscal quarter covered by this annual report (the “Evaluation Date”), have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting.

The management of River Valley Bancorp (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s system of internal control over financial reporting includes policies and procedures pertaining to the Company’s ability to record, process, and report reliable information. The system is designed to provide reasonable assurance to both management and the Board of Directors regarding the preparation and fair presentation of published financial statements.

The Company’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on this assessment, Management concluded that, as of December 31, 2008, the Company’s internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by it’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in internal controls over financial reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the Company’s evaluation of controls that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

There is no information that was required to be disclosed on a Form 8-K during the fourth quarter but was not reported.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item with respect to directors is incorporated by reference to the sections of the Holding Company’s Proxy Statement for its Annual Shareholder Meeting to be held on April 15, 2009 (the “2009 Proxy Statement”) with the caption “Proposal 1 - Election of Directors.” Information concerning the Registrant’s executive officers is included in Item 4.5 in Part I of this report. Information with respect to corporate governance is incorporated by reference to the section of the 2009 Proxy Statement with the caption “Corporate Governance.” Information regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to the section of the 2009 Proxy Statement captioned “Section 16(a) Beneficial Ownership Reporting Compliance.”

The Company has adopted a code of ethics that applies, among other persons, to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of that Code of Ethics was filed as an exhibit to the Company’s Form 10-KSB filed March 30, 2004, for the year ended December 31, 2003, and a link to that filing is posted at our website at http://www.rvfbank.com under “About Our Stock.” In addition, the Company will provide a copy, without charge, upon a request directed to Matthew P. Forrester, 430 Clifty Drive, P.O. Box 1590, Madison, Indiana 47250, (812) 273-4944 (fax).

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item with respect to executive compensation is incorporated by reference to the sections of the 2009 Proxy Statement with the captions “Proposal 1 - Election of Directors,” “Corporate Governance,” “Executive Compensation,” and “Compensation of Directors for 2008.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information required by this item is incorporated by reference to the sections of the 2009 Proxy Statement with the captions “Principal Holders of Common Stock” and “Proposal 1 - Election of Directors.”

The following table sets forth certain information pertaining to the Bank’s equity compensation plans:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders		34,550	(1)	$	11.76			21,508
Equity compensation plans not approved by security holders		—	(2)		—	(3)		—
Total		34,550		$	11.76			21,508

(1) River Valley Bancorp Stock Option Plan.
(2) River Valley Bancorp Recognition and Retention Plan and Trust (“RRP”). Column (a) includes 6,450 shares granted to management but not yet vested. In addition, 74,540 shares granted to management have fully vested, and shares have been issued to management in connection therewith.
(3) The total in Column (b) includes only the weighted-average price of stock options, as the restricted shares awarded under the RRP plan have no exercise price.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item is incorporated by reference to the sections of the 2009 Proxy Statement with the captions “Corporate Governance” and “Transactions with Certain Related Persons.”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this item with respect to principal accounting fees and services is incorporated by reference to the sections of the 2009 Proxy Statement with the captions “Accountants,” and “Accountant’s Fees.”

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

1. Financial Statements:

See “Contents” of Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by this reference.

2. Financial Statement Schedules:

All schedules are omitted as the required information either is not applicable or is included in the Consolidated Financial Statements or related Notes contained in Item 8.

3. Exhibits:

The exhibits listed in the Exhibit Index are filed with or incorporated herein by reference.

Copies of any Exhibits are available from the Company upon request by contacting Matthew P. Forrester, 430 Clifty Drive, P.O. Box 1590, Madison, Indiana 47250, (812) 273-4944 (fax).

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	River Valley Bancorp

Date: March 17, 2009	By:	/s/ Matthew P. Forrester
		Matthew P. Forrester, President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title		Date

(1) Principal Executive Officer:		)
		)
/s/ Matthew P. Forrester		)	March 17, 2009
Matthew P. Forrester	President and Chief Executive Officer	)
		)
(2) Principal Financial and Accounting Officer:		) )
		)
/s/ Vickie L. Grimes		)	March 17, 2009
Vickie L. Grimes	Treasurer	)
		)
(3) The Board of Directors:		)
		)
/s/ Robert W. Anger		)	March 17, 2009
Robert W. Anger	Director	)
		)
		)
/s/ Matthew P. Forrester		)	March 17, 2009
Matthew P. Forrester	Director	)
		)
		)
/s/ Michael J. Hensley		)	March 17, 2009
Michael J. Hensley	Director	)
		)
		)
/s/ Fred W. Koehler		)	March 17, 2009
Fred W. Koehler	Director	)
		)
		)
/s/ L. Sue Livers		)	March 17, 2009
L. Sue Livers	Director	)
		)
		)
/s/ Charles J. McKay		)	March 17, 2009
Charles J. McKay	Director	)

EXHIBIT INDEX

Exhibit No.		Description

3	(1)	Registrant’s Articles of Incorporation

	(2)	Amended and Restated Code of By-Laws is incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on December 14, 2007

4	(1)	Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Indenture, dated March 26, 2003, is incorporated by reference to Exhibit 4.1 of Registrant’s Form 10-QSB filed May 15, 2003

	(2)	Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Trust Agreement, dated March 26, 2003, incorporated by reference to Exhibit 4.2 of Registrant’s Form 10-QSB filed May 15, 2003

	(3)	Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Guarantee Agreement, dated March 26, 2003, incorporated by reference to Exhibit 4.3 of Registrant’s Form 10-QSB filed May 15, 2003

10	(1)*	Employment Agreement between River Valley Financial Bank and Matthew P. Forrester is incorporated by reference to Exhibit 10(1) to the Registrant’s Form 10-KSB filed on March 31, 2005

	(2)*	Director Deferred Compensation Master Agreement is incorporated by reference to Exhibit 10(8) to the Registration Statement

	(3)*	Director Deferred Compensation Joinder Agreement − Robert W. Anger is incorporated by reference to Exhibit 10(10) to the Registration Statement

	(4)*	Director Deferred Compensation Joinder Agreement − Earl W. Johann is incorporated by reference to Exhibit 10(12) to the Registration Statement

	(5)*	Director Deferred Compensation Joinder Agreement − Frederick W. Koehler is incorporated by reference to Exhibit 10(13) to the Registration Statement

	(6)*	Director Deferred Compensation Joinder Agreement − Michael Hensley is incorporated by reference to Exhibit 10(15) to the Registration Statement

	(7)*	Exempt Loan and Share Purchase Agreement between Trust under River Valley Bancorp Employee Stock Ownership Plan and Trust Agreement and River Valley Bancorp is incorporated by reference to Exhibit 10(22) to the Registration Statement

	(8)*	River Valley Bancorp Recognition and Retention Plan and Trust is incorporated by reference to Exhibit 10(8) to the Form 10-KSB filed March 31, 2005

	(9)*	River Valley Bancorp Stock Option Plan is incorporated by reference to Exhibit 10(9) to the Form 10-KSB filed March 31, 2005

	(10)*	Employment Agreement between River Valley Financial Bank and Gregory T. Siegrist is incorporated by reference to Exhibit 10 of Registrant’s Form 10-QSB filed November 15, 2004

	(11)*	First Amendment of the Director Deferred Compensation Master Agreement is incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed March 21, 2005

Exhibit No.		Description

	(12)*	Form of Employee Incentive Stock Option Agreement under the River Valley Bancorp Stock Option Plan is incorporated by reference to Exhibit 10(12) of Registrant’s Form 10-KSB filed March 31, 2005

	(13)*	Form of Director Non-Qualified Stock Option Agreement is incorporated by reference to Exhibit 10(13) of Registrant’s 10-KSB filed on March 31, 2005

	(14)*	Form of Award Notification under the River Valley Bancorp Recognition and Retention Plan and Trust is incorporated by reference to Exhibit 10(14) of Registrant’s 10-KSB filed on March 31, 2005

	(15)*	First Amendment of the Director Deferred Compensation Master Agreement is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on March 21, 2005

	(16)*	Employment Agreement between River Valley Financial Bank and Anthony D. Brandon is incorporated by reference to Exhibit 10.1 to the Registrant’s 8-K filed on August 4, 2005

	(17)*	River Valley Financial Bank Split Dollar Insurance Plan, effective January 1, 2007, is incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 31, 2007

	(18)*	Supplemental Life Insurance Agreement, dated January 25, 2007, between River Valley Financial Bank and Matthew Forrester, is incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on January 31, 2007

	(19)*	Salary Continuation Agreement, dated January 25, 2007, between River Valley Financial Bank and Matthew Forrester , is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on January 31, 2007

	(20)*	River Valley Financial Bank Split Dollar Insurance Plan, effective January 1, 2007, is incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 31, 2007

	(21)*	Supplemental Life Insurance Agreement, dated January 25, 2007, between River Valley Financial Bank and Matthew Forrester, is incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on January 31, 2007

	(22)*	Salary Continuation Agreement, dated January 25, 2007, between River Valley Financial Bank and Matthew Forrester, is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on January 31, 2007

	(23)*	Amended and Restated Employment Agreement (Matthew P. Forrester), is incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on November 26, 2007

	(24)*	Amended and Restated Employment Agreement (Anthony D. Brandon), is incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on November 26, 2007

	(25)*	Amended and Restated Employment Agreement (John Muessel), is incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on November 26, 2007

Exhibit No.		Description

	(26)*	Amended and Restated Director Deferred Compensation Master Agreement, is incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on November 26, 2007

14		Code of Ethics is incorporated by reference to Exhibit 14 of Registrant’s Form 10-KSB filed March 30, 2004

21		Subsidiaries of the Registrant

23		Consent of BKD, LLP

31	(1)	CEO Certification

	(2)	CFO Certification

32		Section 906 Certification

	* Indicates exhibits that describe or evidence management contracts and plans required to be filed as exhibits.

Consolidated Balance Sheet As of Year Ended December 31, 2008		Consolidated Statement of Income For the Year Ended December 31, 2008
Assets		Interest Income
Cash and due from banks	$ 3,645,000	Loans	$ 17,527,000
Interest bearing time deposits	6,388,000	Investment securities	2,489,000
Total investment securities	52,284,000	Interest earning deposits and other	319,000
Loans, net of allowances for loan losses	285,304,000	Total Interest Income	20,335,000
Mortgage loans held for sale	130,000	Interest Expense
Premises and equipment	7,704,000	Deposits	6,034,000
Other real estate, held for sale	259,000	Borrowings	4,842,000
Federal Home Loan Bank Stock	4,850,000	Total Interest Expense	10,876,000
Interest receivable	2,187,000	Net Interest Income	9,459,000
Cash value of life insurance	7,871,000	Provision for loan losses	1,080,000
Other assets	1,722,000	Net Income after Provision for Loan Losses	8,379,000
Assets	$372,344,000	Other Income
Liabilities		Service fees and other charges	2,111,000
Total deposits	$247,777,000	Net realized gain on sale of securities	52,000
Borrowings	97,217,000	Net gain on sale of loans	230,000
Other liabilities and interest payable	2,810,000	Increase in cash value of life insurance	320,000
Liabilities	$347,804,000	Trust operations income	157,000
Equity		Interchange fee income	290,000
Common Stock, no par value	$ 7,409,000	Other income	52,000
Retained earnings	17,384,000	Total Other Income	3,212,000
Accumulated other comprehensive loss	(253,000)	Other Expenses
Equity	$ 24,540,000	Salaries and employee benefits	4,807,000
Liabilities and		Net occupancy and equipment expense	1,245,000
Equity	$372,344,000	Data processing fees	378,000
Other Data		Advertising expense	379,000
Interest rate spread	2.73%	Mortgage servicing rights	164,000
Net yield on interest earning assets	2.81%	Office supplies	142,000
Average yield on all interest-earning assets	6.03%	Professional fees	217,000
Return on assets	0.69%	Other expenses	1,051,000
(net income divided by average total assets)		Total Other Expenses	8,383,000
Return on equity	9.71%	Income before income tax	3,208,000
(net income divided by average total equity)		Income tax expense	713,000
Equity to assets ratio	6.59%	Net Income	$ 2,495,000
Dividend payout ratio	54.90%	Basic earnings per share	$1.54
(dividends per common share divided by net		Diluted earnings per share	$1.53
income per common share)		Weighted Average Shares Outstanding - Basic	1,621,070
Non-performing assets to total assets	0.35%	Weighted Average Shares
ALLL to non-performing loans	226.22%	Outstanding - Diluted	1,635,488
Number of full service banking offices	8

Transfer Agent and Registrar:		Shareholder and General Inquiries:

Registrar and Transfer Company		River Valley Bancorp
10 Commerce Drive		Attn: Matthew P. Forrester
Cranford, NJ 07016-3572		430 Clifty Drive, P.O. Box 1590
Tel: 1-800-368-5948		Madison, Indiana 47250
www.rtco.com		Tel: (812)273-4949 Fax: (812)273-4944

Corporate Counsel:		Special Counsel:
Lonnie D. Collins, Attorney		Barnes & Thornburg
307 Jefferson Street		11 S. Meridian Street
Madison, Indiana 47250		Indianapolis, Indiana 46204
Tel: (812)265-3616 Fax: (812)273-3143		Tel: (317)236-1313 Fax: (317)231-7433

Hilltop:	430 Clifty Drive
Downtown:	233 East Main Street
Drive thru:	401 East Main Street
Wal-Mart:	567 Ivy Tech Drive
Hanover:	10 Medical Plaza
Sellersburg:	8005 Hwy 311
Charlestown:	1025 Hwy 62
Floyds Knobs:	3660 Paoli Pike
Carrollton, KY:	1501 Highland Ave.

Loan Officers		Other Managers
Sherri Furnish		Crystal Barnes—Compliance Manager
Kim Morgan		Laura Denning—Loan Processing Manager
Rick T. Nelson — AVP		Roger Ellis—Credit Analyst
Andrew Ward		Debbie Finnegan—Internal Auditor
		Jeff Gleeson— Loan Review Analyst
		Mary Ellen McClelland—Administrative Assistant
		Luann Nay—Loan Administrator
		Kathy Rundall— Business Development
		Teresa Smith—Data Processing Manager
		Linda Stark—Trust Administration
		Mary Ellen Wehner — Commercial Loan Operations Manager
Customer Service Managers
Veronica Kidwell
Ryan Nix
Rita Power
Kat Roberts
Melissa Shelton
Sandy Stilwell
Jeremy Zipp
		Advisory Board Members for Clark and Floyd County
		Barry Cahill
		Catherine Knable
		Phil McCauley
		Sonny Sprigler


	Madison Hilltop Offices
	430 Clifty Drive
	Wal-Mart Supercenter
	Madison, IN

	Madison Downtown Offices:
	233 East Main Street
	401 East Main Street
	Madison, IN

	Hanover Office
[photos omitted]	10 Medical Plaza Drive
	Hanover, IN

	Sellersburg Office
	8005 Highway 311
	Sellersburg, IN

	Charlestown Office
	1025 State Road 62
	Charlestown, IN

	Floyds Knobs Office
	3660 Paoli Pike
	Floyds Knobs, IN

	Carrollton, KY Office
	1501 Highland Ave.
	Carrollton, KY

Directors of the Company and the Bank

Frederick W. Koehler	Matthew P. Forrester	Lonnie D. Collins
Chairman	Director & President	Board Secretary

Robert W. Anger	Michael J. Hensley
Director	Director

L. Sue Livers	Charles J. McKay
Director	Director



Officers of River Valley Financial Bank

Matthew P. Forrester	Barbara J. Eades	John Muessel
President, CEO	Vice President of Retail Banking	Vice President, Trust Officer

Anthony D. Brandon	Vickie Grimes
Executive Vice President	Vice President of Finance

Mark A. Goley	Deanna J. Liter
Vice President of Lending	Vice President of Data Services

Robert Kleehamer	William H. Hensler
Vice President Business Development	Vice President of Wealth Management

Gregory T. Siegrist	Loy M. Skirvin
Vice President Business Development	Vice President of Human Resources