<PAGE>



                                                                    EXHIBIT 10.8

                                    AGREEMENT

         This Agreement, dated as of October 3, 2002, between Blue River
Bancshares, Inc. (the "Company"), and Randy J. Collier (the "Executive").

RECITALS

         The Executive has recently been employed by the Company as its
Executive Vice President. Because of the Executive's extensive experience and
his familiarity with the affairs of the Company, the Company wishes to assure
that, in the event of a "Change in Control" as hereinafter defined, it will
continue to have the Executive available to perform duties substantially similar
to those currently being performed by him and to continue to contribute to the
Company's growth and success. The Executive is willing to commit to continue in
the performance of his services for the Company upon the terms and conditions
set forth herein.

COVENANTS

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1.       EMPLOYMENT.

            (A)   The Company hereby agrees that, effective upon a "Change in
                  Control," (as defined in Section 1(B)) and provided that the
                  Executive is still serving as an executive officer of the
                  Company at that time, it will continue to employ the Executive
                  as an executive officer of the Company to perform the duties
                  described herein, and the Executive hereby accepts such
                  employment on the terms and conditions stated herein. It is
                  understood that prior to such "Change in Control," this
                  Agreement shall confer no rights of employment or other
                  benefits (or obligations) whatsoever upon the Executive, and
                  that the Executive shall remain subject to termination at
                  will.

            (B)   The term "Change in Control" used herein shall mean (i) any
                  merger, consolidation or similar transaction which involves
                  the Company and in which persons who are the shareholders of
                  the Company immediately prior to such transaction own,
                  immediately after such transaction, shares of the surviving or
                  combined entity which possess voting rights equal to or less
                  than fifty percent of the voting rights of all shareholders of
                  such entity, determined on a fully diluted basis; (ii) any
                  sale, lease, exchange, transfer or other disposition of all or
                  any substantial part of the assets of the Company; (iii) any
                  tender, exchange, sale or other disposition (other than
                  dispositions of the stock of the Company in connection with
                  bankruptcy, insolvency, foreclosure, receivership or other
                  similar transactions) or purchases (other than purchases by
                  the Company or any company-sponsored employee benefit plan, or
                  purchases by members of the Board of Directors of the Company)
                  of more than twenty-five percent of the common stock of the
                  Company; (iv) during any period of two consecutive years while
                  the Executive is employed by the Company, individuals who at
                  the date hereof constitute the Board of Directors cease for
                  any reason to constitute at least a majority thereof, unless
                  the election of each director at the beginning of such period
                  has been approved by directors representing at least a
                  majority of the directors then in office who were directors on
                  the date here above. Notwithstanding the foregoing, a Change
                  in Control shall not occur as a result of the issuance of
                  stock by the Company or the Bank in connection with any



<PAGE>

                  private placement offering of its stock or any public offering
                  of its stock.

         2. TERM OF EMPLOYMENT. Subject to provisions for termination set forth
herein, the term of the Executive's employment hereunder (the "Term") shall
commence on the date of a Change in Control and shall extend until three (3)
years after the date of such Change in Control. The Term shall be renewed at the
end of the initial Term and each extension thereof for an additional one (1)
year if the Company's Board of Directors determines by resolution to extend this
Agreement prior to such anniversary.

         3. DUTIES OF EXECUTIVE. The Executive shall be an executive officer of
the Company and shall perform such duties and responsibilities for the Company
as may be assigned to him by the Company. During the Term, the Executive shall
devote substantially all of his business time, attention and energy, and his
reasonable best efforts, to the interests and business of the Company and to the
performance of his duties and responsibilities on behalf of the Company.

         4. COMPENSATION. Throughout the Term, the Company shall pay the
Executive, for services to be rendered by him hereunder, a guaranteed minimum
salary at an annual rate of Twelve Thousand Seven Hundred Fifty and No/100
Dollars ($12,750.00), less all applicable federal and state income tax
withholding, FICA taxes and other payroll taxes. The guaranteed minimum salary
shall be reviewed by the Board of Directors of the Company on a yearly basis to
ascertain if any adjustment in the annual rate is in order, and if any change is
made, the new annual rate shall become the guaranteed minimum salary under this
Section 4. Such compensation shall be payable bi-weekly.

         5. VACATION. During the period of the Executive's employment hereunder,
the Executive shall be entitled to the number of paid vacation days in each
calendar year, determined by the Company from time to time for its senior
executive officers, but not less than that number of weeks of vacation each year
to which the Executive is currently entitled. The Executive shall also be
entitled to all paid holidays given by the Company to its executive officers.

         6. OTHER BENEFITS. During the Term, the Company shall make available to
the Executive such other benefits as it makes available generally to executive
officers of the Company.



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         7. EXPENSES. The Company shall pay or reimburse the Executive for all
reasonable expenses actually incurred or paid by him in the performance of
services rendered by him pursuant to this Agreement. Such expenses shall be
supported by the documentary evidence required to substantiate them as income
tax deductions.

         8.       COVENANT RESTRICTING COMPETITION; NONDISCLOSURE OF
CONFIDENTIAL INFORMATION.

         (A)      For a period of one (1) year after termination of the
                  Executive's employment or the expiration of the Term, the
                  Executive shall not divulge or furnish any trade secrets (as
                  defined in IND. CODE Section 24-2-3-2) of the Company or any
                  confidential information acquired by him while employed by the
                  Company concerning the policies, plans, procedures or
                  customers of the Company to any person, firm or corporation,
                  other than the Company or upon its written request, or use any
                  such trade secret or confidential information directly or
                  indirectly for the Executive's own benefit or for the benefit
                  of any person, firm or corporation other than the Company,
                  since such trade secrets and confidential information are
                  confidential and shall at all times remain the property of the
                  Company.

         (B)      For a period of one (1) year after termination of the
                  Executive's employment or expiration of the Term, the
                  Executive shall not directly or indirectly provide banking or
                  bank-related services to or solicit the banking or
                  bank-related business of any customer of the Company at the
                  time of such provision of services or solicitation which the
                  Executive served either alone or with others while employed by
                  the Company in any city, town, borough, township, village or
                  other place in which the Executive performed services for the
                  Company while employed by it, or assist any actual or
                  potential competitor of the Company to provide banking or
                  bank-related services to or solicit any such customer's
                  banking or bank-related business in any such place.

         (C)      For a period of one (1) year after termination of the
                  Executive's employment or expiration of the Term, the
                  Executive shall not, directly or indirectly, as principal,
                  agent, or trustee, or through the agency of any corporation,
                  partnership, trade association, agent or agency, engage in any
                  banking or bank-related business or venture which competes
                  with the business of the Company as conducted during the
                  Executive's employment by the Company within a radius of fifty
                  (50) miles of the Company's main office or its branch offices.

         (D)      Upon the Executive's termination of employment, the Executive
                  will immediately turn over to the Company all business
                  correspondence, letters, papers, reports, customers' lists,
                  financial statements, credit reports or other confidential
                  information or documents of the Company or its affiliates in
                  the possession or control of the Executive, all of which
                  writings are and will continue to be the sole and exclusive
                  property of the Company or its affiliates.

         (E)      In the event of a breach of the covenants contained in this
                  Section 8, the Company shall be entitled to an injunction
                  restraining such breach in addition to any other remedies
                  provided by law.

         (F)      If any provision of this Section 8 is adjudged by a court to
                  be invalid or unenforceable, the same will in no way affect
                  any other provision of this Section 8 or any other part of


                                       95
<PAGE>


                  this Agreement, the application of such provision in any other
                  circumstances or the validity or enforceability of this
                  Agreement. If any such provision, or any part thereof, is held
                  to be unenforceable because of the duration of such provision
                  or the area covered thereby, the parties agree that the court
                  making such determination will have the power to reduce the
                  duration and/or area of such provision, and/or to delete
                  specific words or phrases, and in its reduced form such
                  provision will then be enforceable and will be enforced.

         9. TERMINATION BY THE COMPANY. Subject to the respective continuing
obligations of the parties, including but no limited to those set forth in
subsections 8(A) through (F) hereof, the Executives employment by the Company
may be terminated prior to the expiration of the Term of this Agreement as
follows:

         (A)           The Company, by action of its Board of Directors and upon
                   written notice to the Executive, may terminate the
                   Executive's employment with the Company immediately for
                   cause. For purposes of this subsection 9(A), "cause" shall be
                   defined as (i) personal dishonesty, (ii) incompetence, (iii)
                   willful misconduct, (iv) breach of fiduciary duty involving
                   personal profit, (v) intentional failure to perform stated
                   duties, (vi) willful violation of any law, rule, or
                   regulation (other than traffic violations or similar
                   offenses) or final cease-and-desist order, (vii) any material
                   breach of any term, condition or covenant of this Agreement,
                   or (viii) termination of the employment of the Executive with
                   Shelby County Bank for cause, as that term is defined in that
                   certain change of control agreement entered into by and
                   between the Executive and Shelby County Bank.

         (B)       The Company, by action of its Board of Directors, may
                   terminate the Executive's employment with the Company without
                   cause at any time; provided, however, that the "Date of
                   Termination" for purposes of determining benefits payable to
                   the Executive under subsection 9(B) hereof shall be the date
                   which is 30 days after the Executive receives written notice
                   of such termination.

         (C)       The Executive, by written notice to the Company, may
                   terminate his employment with the Company immediately for
                   cause provided, however, that the Company shall have thirty
                   (30) days, after the giving of written notice to the Company
                   by the Executive of the Executive's intention to terminate
                   this Agreement for cause which notice shall indicate the
                   specific provision of this Agreement which will be relied
                   upon and shall set forth in reasonable detail the facts and
                   circumstances claimed to provide a basis for such
                   termination, to cure the facts and circumstances relied upon
                   for establishing cause. For purposes of this subsection 9(C),
                   "cause" shall be defined as (i) any action by the Company to
                   remove the Executive as Executive Vice President and Chief
                   Credit Officer of the Company, except where the Company's
                   Board of Directors properly acts to remove the Executive from
                   such office for "cause" as defined in subsection 9(A) hereof,
                   (ii) any action by the Company's Board of Directors to
                   materially limit, increase, or modify the Executive's duties
                   and/or authority as Executive Vice President and Chief Credit
                   Officer of the Company (including his authority, subject to
                   corporate controls no more restrictive than those in effect
                   on the date hereof), (iii) any failure of the Company to
                   obtain the assumption of the obligation to perform this
                   Agreement by any successor, as contemplated in Section 18
                   hereof; or (iv) any intentional breach by the Company of a
                   term, condition

         (D)       The Executive, upon sixty (60) days written notice to the
                   Company, may terminate his


                                       96
<PAGE>

                   employment with the Company without cause.

         (E)       The Executive's employment with the Company shall terminate
                   in the event of the Executive's death or disability. For
                   purposes hereof, "disability" shall be defined as the
                   Executive's inability by reason of illness or other physical
                   or mental incapacity to perform the duties required by his
                   employment for any consecutive One Hundred Eighty (180) day
                   period, provided that notice of any termination by the
                   Company because of the Executive's "disability" shall have
                   been given to the Executive prior to the full resumption by
                   him of the performance of such duties.

10. COMPENSATION UPON TERMINATION. In the event of termination of the
Executive's employment with the Company pursuant to Section 9 hereof,
compensation shall continue to be paid by the Company to the Executive as
follows:

         (A)      In the event of termination pursuant to subsection 9(A) or
                  9(D), compensation provided for herein (including Base
                  Compensation) shall continue to be paid, and the Executive
                  shall continue to participate in the employee benefit,
                  retirement, and compensation plans and other perquisites as
                  provided in Sections 5 and 6 hereof, through the date of
                  termination specified in the notice of termination. Any
                  benefits payable under insurance, health, retirement and bonus
                  plans as a result of the Executive's participation in such
                  plans through such date shall be paid when due under those
                  plans. The date of termination specified in any notice of
                  termination pursuant to subsection 9(A) shall be no later than
                  the last business day of the month in which such notice is
                  provided to the Executive.

         (B)      In the event of termination pursuant to subsection 9(B) or
                  9(C), compensation provided for herein (including Base
                  Compensation) shall continue to be paid, and the Executive
                  shall continue to participate in the employee benefit,
                  retirement, and compensation plans and other perquisites as
                  provided in Sections 5 and 6 hereof, through the date of
                  termination specified in the notice of termination. Any
                  benefits payable under insurance, health, retirement and bonus
                  plans as a result of the Executive's participation in such
                  plans through such date shall be paid when due under those
                  plans. In addition, the Executive shall be entitled to
                  continue to receive from the Company at his Base Compensation
                  at the rates in effect at the time of termination for the
                  remaining Term of the Agreement. In addition, during such
                  periods, the Company will maintain in full force and effect
                  for the continued benefit of the Executive each employee
                  welfare benefit plan (as such term is defined in the Employee
                  Retirement Income Security Act of 1974, as amended) in which
                  the Executive was entitled to participate immediately prior to
                  the date of his termination, unless an essentially equivalent
                  and no less favorable benefit is provided by a subsequent
                  employer of the Executive. If the terms of any employee
                  welfare benefit plan of the Company do not permit continued
                  participation by the Executive, the Company will arrange to
                  provide to the Executive a benefit substantially similar to,
                  and no less favorable than, the benefit he was entitled to
                  receive under such plan at the end of the period of coverage.

         (C)      In the event of termination pursuant to subsection 9(E),
                  compensation provided for herein (including Base Compensation)
                  shall continue to be paid, and the Executive shall continue to
                  participate in the employee benefit, retirement, and
                  compensation plans and other perquisites as provided in
                  Sections 5 and 6 hereof, (i) in the event of the Executive's
                  death, through the date of death, or (ii) in the event of the
                  Executive's disability, through the date of proper notice of
                  disability as required by subsection 7(E).


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<PAGE>


                  Any benefits payable under insurance, health, retirement and
                  bonus plans as a result of the Executive's participation in
                  such plans through such date shall be paid when due under
                  those plans.

11. SUSPENSION. If Executive is suspended and/or temporarily prohibited from
participating in the conduct of Company's or any affiliates' affairs by a notice
served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. Section 1818(e)(3) and (g)(1)), Employer's obligations under this
Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, Company
shall (i) pay Executive all of the compensation withheld while its obligations
under this Agreement were suspended and (ii) reinstate (in whole or in part) any
of its obligations which were suspended.

12. REMOVAL. If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Company's or any affiliates' affairs by an
order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance
Act (12 U.S.C. Section 1818(e)(4) or (g)(1)), all obligations of the Company
under this Agreement shall terminate as of the effective date of the order, but
vested rights of the parties to the Agreement shall not be affected.

         13. ASSIGNMENT. This Agreement is binding upon and shall be for the
benefit of the successors and assigns of the Company, including any corporation
or any other form of business organization with which the Company may merge or
consolidate, or to which it may transfer substantially all of its assets. The
Executive shall not assign his interest in this Agreement or any part thereof.

         14. CONSENT OF THE COMPANY. Any act, request, approval, consent or
opinion of the Company under this Agreement, must be in writing and may be
authorized, given or expressed only by resolution of the board of directors of
the Company, or by such other person as the board of directors of the Company
may designate.

         15.      NOTICES. Any notice required hereunder to be given shall be in
                  writing and if:

         (A)      by the Company to the Executive shall be directed to him at
                  his address set forth below, or to such other address as he
                  shall have furnished in writing to the Company; or

         (B)      by the Executive to the Company shall be directed to the
                  Shelby County Bank, 29 East Washington Street, Shelbyville,
                  Indiana 46176, Attn: President, or to such designee or other
                  address as the Company shall name and have furnished in
                  writing to the Executive.

         16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana applicable to contracts made
and to be performed therein.

         17. ENFORCEMENT EXPENSES. The Company agrees to reimburse the Executive
for all costs and expenses incurred by him (including the reasonable fees of his
counsel) in successfully enforcing any of his rights under this Agreement or any
claim arising out of the breach thereof. Provided, however, that reimbursement
will not be made to the Executive in the absence of a legal judgment or
settlement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


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                                     BLUE RIVER BANCSHARES, INC.

                                     /s/ Steven R. Abel
                                     -------------------------------------------


                                     EXECUTIVE

                                     /s/ Randy J. Collier
                                     -------------------------------------------




                                       99

<PAGE>


                                    AGREEMENT

         This Agreement, dated as of October 3, 2002, between Shelby County Bank
(the "Company"), and Randy J. Collier (the "Executive").

RECITALS

         The Executive has recently been employed by the Company as its Chief
Credit Officer. Because of the Executive's extensive experience and his
familiarity with the affairs of the Company, the Company wishes to assure that,
in the event of a "Change in Control" as hereinafter defined, it will continue
to have the Executive available to perform duties substantially similar to those
currently being performed by him and to continue to contribute to the Company's
growth and success. The Executive is willing to commit to continue in the
performance of his services for the Company upon the terms and conditions set
forth herein.

COVENANTS

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1.    EMPLOYMENT.

            (A)   The Company hereby agrees that, effective upon a "Change in
                  Control," (as defined in Section 1(B)) and provided that the
                  Executive is still serving as an executive officer of the
                  Company at that time, it will continue to employ the Executive
                  as an executive officer of the Company to perform the duties
                  described herein, and the Executive hereby accepts such
                  employment on the terms and conditions stated herein. It is
                  understood that prior to such "Change in Control," this
                  Agreement shall confer no rights of employment or other
                  benefits (or obligations) whatsoever upon the Executive, and
                  that the Executive shall remain subject to termination at
                  will.

            (B)   The term "Change in Control" used herein shall mean (i) any
                  merger, consolidation or similar transaction which involves
                  the Company and in which persons who are the shareholders of
                  the Company immediately prior to such transaction own,
                  immediately after such transaction, shares of the surviving or
                  combined entity which possess voting rights equal to or less
                  than fifty percent of the voting rights of all shareholders of
                  such entity, determined on a fully diluted basis; (ii) any
                  sale, lease, exchange, transfer or other disposition of all or
                  any substantial part of the assets of the Company; (iii) any
                  tender, exchange, sale or other disposition (other than
                  dispositions of the stock of the Company in connection with
                  bankruptcy, insolvency, foreclosure, receivership or other
                  similar transactions) or purchases (other than purchases by
                  the Company or any company-sponsored employee benefit plan, or
                  purchases by members of the Board of Directors of the Company)
                  of more than twenty-five percent of the common stock of the
                  Company; (iv) during any period of two consecutive years while
                  the Executive is employed by the Company, individuals who at
                  the date hereof constitute the Board of Directors cease for
                  any reason to constitute at least a majority thereof, unless
                  the election of each director at the beginning of such period


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                  has been approved by directors representing at least a
                  majority of the directors then in office who were directors on
                  the date here above. Notwithstanding the foregoing, a Change
                  in Control shall not occur as a result of the issuance of
                  stock by the Company or the Bank in connection with any
                  private placement offering of its stock or any public offering
                  of its stock.

         2. TERM OF EMPLOYMENT. Subject to provisions for termination set forth
herein, the term of the Executive's employment hereunder (the "Term") shall
commence on the date of a Change in Control and shall extend until three (3)
years after the date of such Change in Control. The Term shall be renewed at the
end of the initial Term and each extension thereof for an additional one (1)
year if the Company's Board of Directors determines by resolution to extend this
Agreement prior to such anniversary.

         3. DUTIES OF EXECUTIVE. The Executive shall be an executive officer of
the Company and shall perform such duties and responsibilities for the Company
as may be assigned to him by the Company. During the Term, the Executive shall
devote substantially all of his business time, attention and energy, and his
reasonable best efforts, to the interests and business of the Company and to the
performance of his duties and responsibilities on behalf of the Company.

         4. COMPENSATION. Throughout the Term, the Company shall pay the
Executive, for services to be rendered by him hereunder, a guaranteed minimum
salary at an annual rate of One Hundred Fourteen Thousand Seven Hundred Fifty
and No/100 Dollars ($114,750.00), less all applicable federal and state income
tax withholding, FICA taxes and other payroll taxes. The guaranteed minimum
salary shall be reviewed by the Board of Directors of the Company on a yearly
basis to ascertain if any adjustment in the annual rate is in order, and if any
change is made, the new annual rate shall become the guaranteed minimum salary
under this Section 4. Such compensation shall be payable bi-weekly. Provided,
however, that any payments made to the Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 USC
Section 1828 (k) and FDIC regulation 12 CFR 359, Golden Parachute and
Indemnification Payments.

         5. VACATION. During the period of the Executive's employment hereunder,
the Executive shall be entitled to the number of paid vacation days in each
calendar year, determined by the Company from time to time for its senior
executive officers, but not less than that number of weeks of vacation each year
to which the Executive is currently entitled. The Executive shall also be
entitled to all paid holidays given by the Company to its executive officers.

         6. OTHER BENEFITS. During the Term, the Company shall make available to
the Executive such other benefits as it makes available generally to executive
officers of the Company.

         7. EXPENSES. The Company shall pay or reimburse the Executive for all
reasonable expenses actually incurred or paid by him in the performance of
services rendered by him pursuant to this Agreement. Such expenses shall be
supported by the documentary evidence required to substantiate them as income
tax deductions.

         8. COVENANT RESTRICTING COMPETITION; NONDISCLOSURE OF CONFIDENTIAL
INFORMATION.


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         (A)      For a period of one (1) year after termination of the
                  Executive's employment or the expiration of the Term, the
                  Executive shall not divulge or furnish any trade secrets (as
                  defined in IND. CODE Section 24-2-3-2) of the Company or any
                  confidential information acquired by him while employed by the
                  Company concerning the policies, plans, procedures or
                  customers of the Company to any person, firm or corporation,
                  other than the Company or upon its written request, or use any
                  such trade secret or confidential information directly or
                  indirectly for the Executive's own benefit or for the benefit
                  of any person, firm or corporation other than the Company,
                  since such trade secrets and confidential information are
                  confidential and shall at all times remain the property of the
                  Company.

         (B)      For a period of one (1) year after termination of the
                  Executive's employment or expiration of the Term, the
                  Executive shall not directly or indirectly provide banking or
                  bank-related services to or solicit the banking or
                  bank-related business of any customer of the Company at the
                  time of such provision of services or solicitation which the
                  Executive served either alone or with others while employed by
                  the Company in any city, town, borough, township, village or
                  other place in which the Executive performed services for the
                  Company while employed by it, or assist any actual or
                  potential competitor of the Company to provide banking or
                  bank-related services to or solicit any such customer's
                  banking or bank-related business in any such place.

         (C)      For a period of one (1) year after termination of the
                  Executive's employment or expiration of the Term, the
                  Executive shall not, directly or indirectly, as principal,
                  agent, or trustee, or through the agency of any corporation,
                  partnership, trade association, agent or agency, engage in any
                  banking or bank-related business or venture which competes
                  with the business of the Company as conducted during the
                  Executive's employment by the Company within a radius of fifty
                  (50) miles of the Company's main office or its branch offices.

         (D)      Upon the Executive's termination of employment, the Executive
                  will immediately turn over to the Company all business
                  correspondence, letters, papers, reports, customers' lists,
                  financial statements, credit reports or other confidential
                  information or documents of the Company or its affiliates in
                  the possession or control of the Executive, all of which
                  writings are and will continue to be the sole and exclusive
                  property of the Company or its affiliates.

         (E)      In the event of a breach of the covenants contained in this
                  Section 8, the Company shall be entitled to an injunction
                  restraining such breach in addition to any other remedies
                  provided by law.

         (F)      If any provision of this Section 8 is adjudged by a court to
                  be invalid or unenforceable, the same will in no way affect
                  any other provision of this Section 8 or any other part of
                  this Agreement, the application of such provision in any other
                  circumstances or the validity or enforceability of this
                  Agreement. If any such provision, or any part thereof, is held
                  to be unenforceable because of the duration of such provision
                  or the area covered thereby, the parties agree that the court
                  making such determination will have the power to reduce the
                  duration and/or area of such provision, and/or to delete
                  specific words or phrases, and in its reduced form such
                  provision will then be enforceable and will be enforced.



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<PAGE>


         9. TERMINATION BY THE COMPANY. Subject to the respective continuing
obligations of the parties, including but no limited to those set forth in
subsections 8(A) through (F) hereof, the Executives employment by the Company
may be terminated prior to the expiration of the Term of this Agreement as
follows:

         (A)      The Company, by action of its Board of Directors and upon
                  written notice to the Executive, may terminate the Executive's
                  employment with the Company immediately for cause. For
                  purposes of this subsection 9(A), "cause" shall be defined as
                  (i) personal dishonesty, (ii) incompetence, (iii) willful
                  misconduct, (iv) breach of fiduciary duty involving personal
                  profit, (v) intentional failure to perform stated duties, (vi)
                  willful violation of any law, rule, or regulation (other than
                  traffic violations or similar offenses) or final
                  cease-and-desist order, (vii) any material breach of any term,
                  condition or covenant of this Agreement, or (viii) termination
                  of the employment of the Executive with Blue River Bancshares
                  for cause, as that term is defined in that certain change of
                  control agreement entered into by and between the Executive
                  and Blue River Bancshares, Inc.

         (B)      The Company, by action of its Board of Directors, may
                  terminate the Executive's employment with the Company without
                  cause at any time; provided, however, that the "Date of
                  Termination" for purposes of determining benefits payable to
                  the Executive under subsection 9(B) hereof shall be the date
                  which is 30 days after the Executive receives written notice
                  of such termination.

         (C)      The Executive, by written notice to the Company, may terminate
                  his employment with the Company immediately for cause
                  provided, however, that the Company shall have thirty (30)
                  days, after the giving of written notice to the Company by the
                  Executive of the Executive's intention to terminate this
                  Agreement for cause which notice shall indicate the specific
                  provision of this Agreement which will be relied upon and
                  shall set forth in reasonable detail the facts and
                  circumstances claimed to provide a basis for such termination,
                  to cure the facts and circumstances relied upon for
                  establishing cause. For purposes of this subsection 9(C),
                  "cause" shall be defined as (i) any action by the Company to
                  remove the Executive as Executive Vice President and Chief
                  Credit Officer of the Company, except where the Company's
                  Board of Directors properly acts to remove the Executive from
                  such office for "cause" as defined in subsection 9(A) hereof,
                  (ii) any action by the Company's Board of Directors to
                  materially limit, increase, or modify the Executive's duties
                  and/or authority as Executive Vice President and Chief Credit
                  Officer of the Company (including his authority, subject to
                  corporate controls no more restrictive than those in effect on
                  the date hereof), (iii) any failure of the Company to obtain
                  the assumption of the obligation to perform this Agreement by
                  any successor, as contemplated in Section 18 hereof; or (iv)
                  any intentional breach by the Company of a term, condition

         (D)      The Executive, upon sixty (60) days written notice to the
                  Company, may terminate his employment with the Company without
                  cause.

         (E)      The Executive's employment with the Company shall terminate in
                  the event of the Executive's death or disability. For purposes
                  hereof, "disability" shall be defined as the Executive's
                  inability by reason of illness or other physical or mental
                  incapacity to perform the duties required by his employment
                  for any


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                  consecutive One Hundred Eighty (180) day period, provided that
                  notice of any termination by the Company because of the
                  Executive's "disability" shall have been given to the
                  Executive prior to the full resumption by him of the
                  performance of such duties.

10. COMPENSATION UPON TERMINATION. In the event of termination of the
Executive's employment with the Company pursuant to Section 9 hereof,
compensation shall continue to be paid by the Company to the Executive as
follows:

         (A)      In the event of termination pursuant to subsection 9(A) or
                  9(D), compensation provided for herein (including Base
                  Compensation) shall continue to be paid, and the Executive
                  shall continue to participate in the employee benefit,
                  retirement, and compensation plans and other perquisites as
                  provided in Sections 5 and 6 hereof, through the date of
                  termination specified in the notice of termination. Any
                  benefits payable under insurance, health, retirement and bonus
                  plans as a result of the Executive's participation in such
                  plans through such date shall be paid when due under those
                  plans. The date of termination specified in any notice of
                  termination pursuant to subsection 9(A) shall be no later than
                  the last business day of the month in which such notice is
                  provided to the Executive.

         (B)      In the event of termination pursuant to subsection 9(B) or
                  9(C), compensation provided for herein (including Base
                  Compensation) shall continue to be paid, and the Executive
                  shall continue to participate in the employee benefit,
                  retirement, and compensation plans and other perquisites as
                  provided in Sections 5 and 6 hereof, through the date of
                  termination specified in the notice of termination. Any
                  benefits payable under insurance, health, retirement and bonus
                  plans as a result of the Executive's participation in such
                  plans through such date shall be paid when due under those
                  plans. In addition, the Executive shall be entitled to
                  continue to receive from the Company at his Base Compensation
                  at the rates in effect at the time of termination for the
                  remaining Term of the Agreement. In addition, during such
                  periods, the Company will maintain in full force and effect
                  for the continued benefit of the Executive each employee
                  welfare benefit plan (as such term is defined in the Employee
                  Retirement Income Security Act of 1974, as amended) in which
                  the Executive was entitled to participate immediately prior to
                  the date of his termination, unless an essentially equivalent
                  and no less favorable benefit is provided by a subsequent
                  employer of the Executive. If the terms of any employee
                  welfare benefit plan of the Company do not permit continued
                  participation by the Executive, the Company will arrange to
                  provide to the Executive a benefit substantially similar to,
                  and no less favorable than, the benefit he was entitled to
                  receive under such plan at the end of the period of coverage.

         (C)      In the event of termination pursuant to subsection 9(E),
                  compensation provided for herein (including Base Compensation)
                  shall continue to be paid, and the Executive shall continue to
                  participate in the employee benefit, retirement, and
                  compensation plans and other perquisites as provided in
                  Sections 5 and 6 hereof, (i) in the event of the Executive's
                  death, through the date of death, or (ii) in the event of the
                  Executive's disability, through the date of proper notice of
                  disability as required by subsection 7(E). Any benefits
                  payable under insurance, health, retirement and bonus plans as
                  a result of the Executive's participation in such plans
                  through such date shall be paid when due under those plans.


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11. SUSPENSION. If Executive is suspended and/or temporarily prohibited from
participating in the conduct of Company's or any affiliates' affairs by a notice
served under section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
U.S.C. Section 1818(e)(3) and (g)(1)), Employer's obligations under this
Agreement shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, Company
shall (i) pay Executive all of the compensation withheld while its obligations
under this Agreement were suspended and (ii) reinstate (in whole or in part) any
of its obligations which were suspended.
12. REMOVAL. If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Company's or any affiliates' affairs by an
order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance
Act (12 U.S.C. Section 1818(e)(4) or (g)(1)), all obligations of the Company
under this Agreement shall terminate as of the effective date of the order, but
vested rights of the parties to the Agreement shall not be affected.

13. DEFAULT. If the Company is in default (as defined in section 3(x)(1) of the
Federal Deposit Insurance Act), all obligations under this Agreement shall
terminate as of the date of default, but this provision shall not affect any
vested rights of the Company or the Executive.

14.      CONTINUED OBLIGATIONS. All obligations under this Agreement may be
terminated, except to the extent determined that the continuation of the
Agreement is necessary for the continued operation of the Company

         (A)     By the Director or his designee, at the time the Federal
                 Deposit Insurance Corporation or Resolution Trust Corporation
                 enters into an agreement to provide assistance to or on behalf
                 of the Company under authority contained in 13(c) of the
                 Federal Deposit Insurance Act; or

         (B)     By the Director or his designee, at the time the Director or
                 his designee approves a supervisory merger to resolve problems
                 related to the operation of the Company or when the Company is
                 determined by the Director to be in an unsafe or unsound
                 condition. Any rights of the Company or the Executive that have
                 already vested, however, shall not be affected by such action.

         15. ASSIGNMENT. This Agreement is binding upon and shall be for the
benefit of the successors and assigns of the Company, including any corporation
or any other form of business organization with which the Company may merge or
consolidate, or to which it may transfer substantially all of its assets. The
Executive shall not assign his interest in this Agreement or any part thereof.

         16. CONSENT OF THE COMPANY. Any act, request, approval, consent or
opinion of the Company under this Agreement, must be in writing and may be
authorized, given or expressed only by resolution of the board of directors of
the Company, or by such other person as the board of directors of the Company
may designate.

         17. NOTICES. Any notice required hereunder to be given shall be in
writing and if:

         (A)      by the Company to the Executive shall be directed to him at
                  his address set forth below, or to such other address as he
                  shall have furnished in writing to the Company; or


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         (B)      by the Executive to the Company shall be directed to the
                  Shelby County Bank, 29 East Washington Street, Shelbyville,
                  Indiana 46176, Attn: President, or to such designee or other
                  address as the Company shall name and have furnished in
                  writing to the Executive.

         18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana applicable to contracts made
and to be performed therein.

         19. ENFORCEMENT EXPENSES. The Company agrees to reimburse the Executive
for all costs and expenses incurred by him (including the reasonable fees of his
counsel) in successfully enforcing any of his rights under this Agreement or any
claim arising out of the breach thereof. Provided, however, that reimbursement
will not be made to the Executive in the absence of a legal judgment or
settlement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                                     SHELBY COUNTY BANK

                                                     /s/ Larry T. Toombs
                                                     ---------------------------


                                                     EXECUTIVE

                                                     /s/ Randy J. Collier
                                                     ---------------------------





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