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                                                                  EXHIBIT 10.05


                           BLUE RIVER BANCSHARES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

     1. Purpose. The purpose of the Plan is to provide employees of the Company
and its designated Affiliates with an opportunity to purchase Common Stock of
the Company through payroll deductions. It is the intention of the Company to
have the Plan qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code, as amended (the "Code"). The provisions of the Plan
shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that Section of the Code.

     2. Definitions.

        (a) "Affiliate" shall mean the Company and any corporation,
partnership or limited liability company of which a majority of the outstanding
voting stock, partnership interests or membership interests, as the case may be,
is owned or controlled directly or indirectly, by the Company or by another
Affiliate. For purposes of this definition, "voting stock" means stock having
voting power for the election of directors, or trustees, as the case may be,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

        (b) "Board" shall mean the board of directors of the Company.

        (c) "Code" shall mean the Internal Revenue Code, as amended.

        (d) "Committee" shall mean the Compensation Committee of the Board.

        (e) "Common Stock" shall mean the common stock of the Company.

        (f) "Company" shall mean Blue River Bancshares, Inc., an Indiana
corporation.

        (g) "Compensation" shall mean compensation paid to an Employee by an
Employer as defined in the Company's "40l(k)" plan.

        (h) "Effective Date" shall mean July 1, 2000.

        (i) "Employee" shall mean any individual who is and has been
classified by an Employer as one of its common-law employees.

        (j) "Employer" shall mean the Company and any Affiliate which has been
designated by the Board from time to time in its sole discretion as eligible to
allow the Affiliate's Employees to participate in the Plan.

        (k) "ESPP Account" shall mean the account established for each
participant of the Plan to hold payroll deductions made and shares of Common
Stock purchased under the Plan for the participant.

        (l) "Enrollment Date" shall mean January 1, April 1, July 1 and
October 1 of each year.

        (m) "Fair Market Value" shall mean, as of any date, the average of
the high and low price for the Common Stock as quoted on the NASDAQ national
market for the applicable Purchase Date (if a Purchase Date is not a Trading
Day, the average price for the immediately preceding Trading Day shall be used),
as reported in The Wall Street Journal or such other source as the Committee
deems reliable.

        (n) "Plan" shall mean this Blue River Bancshares, Inc. Employee Stock
Purchase Plan.

        (o) "Purchase Date" shall mean the last day of each calendar quarter,
or any other date designed by the Committee.

        (p) "Purchase Rights Period" shall mean the period set forth in
Section 4 hereof.

        (q) "Trading Day" shall mean a day on which the NASDAQ national market
is open for trading.


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     3. Eligibility.

        (a) Any Employee who has completed at least 90 days of continuous
service as an Employee shall become a participant in the Plan on the Enrollment
Date coinciding with or immediately following the date the Employee completes
the 90-day service period or, if later, on the Effective Date.

        (b) For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by his or her Employer. Where the period of leave
exceeds 90 days and the individual's right to reemployment is not guaranteed
either by statute or by contract, the employment relationship shall be deemed to
have terminated on the 91st day of such leave. At the discretion of the Board,
an individual who is a highly compensated employee (as defined in Section 414(q)
of the Code) may be excluded from participation in the Plan.

        (c) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be entitled to purchase shares of Common Stock under the Plan (i)
to the extent that such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
stock of the Company and/or hold outstanding options to purchase such stock
possessing five percent or more of the total combined voting power or value of
all classes of stock of the Company, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of the Company
and its Affiliates accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time the purchase option is granted) for each calendar year in which such
purchase rights are outstanding at anytime.

     4. Purchase Rights Period. This Plan shall become effective upon its
approval by a majority of the shares of the Common Stock. No option may be
exercised until the Plan has been approved by the shareholders of the Company.
The Plan will continue thereafter until terminated in accordance with Section 16
hereof.

     5. Participation.

        (a) A participant in the Plan may complete a subscription agreement
approved by the Committee authorizing payroll deductions and filing it with the
Company's Human Resources department at least two weeks prior to an Enrollment
Date. (b) Payroll deductions for a participant shall commence on the first
payroll following that Enrollment Date and shall end when terminated as provided
in Section 6 hereof.

     6. Payroll Deductions.

        (a) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll deductions made on each pay day during the
Purchase Rights Period in an amount not less than one percent and not exceeding
ten percent of the Compensation which he or she receives on each pay day during
the Purchase Rights Period.

        (b) All payroll deductions made for a participant shall be credited
to his or her ESPP Account under the Plan and shall be withheld in whole
percentages only. A participant may not a make any additional payments into such
account.

        (c) A participant may discontinue his or her participation in the Plan
as provided in Section 6 hereof, or may increase or decrease the rate or his or
her payroll deductions during the Purchase Rights Period by completing and
filing with the Company's Human Resources department a new subscription
agreement authorizing a change in the payroll deduction rate. The Board or
Committee may, in its discretion, limit the number of participation rate changes
during any specified period. The change in rate shall be effective with the
second payroll date after the Company's receipt of the new subscription
agreement. A participant's subscription agreement shall remain in effect until
(i) it is terminated as provided in Section 6 hereof, (ii) it is terminated as
provided in Section 8 hereof or (iii) the Plan is terminated as provided in
Section 16 hereof.

        (d) A participant may elect to make a complete or partial withdrawal of
whole shares of Common Stock from his or her ESPP Account as of the end of any
calendar quarter by filing a written request with the Company's Human Resources
department within 30 days of the end of that quarter. Those shares shall be
distributed to the participant as soon as practicable following that 30-day
election period.

     7. Purchase of Shares. On each Purchase Date, a participant will be given
the right to purchase shares of Common Stock. To purchase those shares, the
payroll deductions that have been credited to a participant's ESPP Account will
be taken out of the participant's ESPP Account and used by the Company to
purchase shares of Common Stock. Such


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shares shall, as soon as practicable, be credited to the participant's ESPP
Account. The number of shares to be credited to a participant's ESPP Account as
of that Purchase Date shall equal of the amount of the payroll deductions
divided by ninety percent of the per share Fair Market Value of the Common
Stock. The ESPP Accounts shall be credited with fractional shares.

     8.  Termination of Employment. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and any shares of Common Stock and any payroll deductions credited
to such participant's ESPP Account (but not yet used to purchase shares of
Common Stock) shall be paid to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 12 hereof, and
such participant's right to purchase shares of Common Stock under this Plan
shall be automatically terminated.

     9.  Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.


     10. Stock.

         (a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be fifty thousand shares, subject to
adjustment upon changes in capitalization of the Company as provided in Section
15 hereof. If, on a given Purchase Date, the number of shares with respect to
which options are to be exercised exceeds the number of shares then available
under the Plan, the Board or Committee shall make a pro rata allocation of the
shares remaining available for purchase in as uniform a manner as shall be
practicable and as it shall determine to be equitable.

         (b) Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant.

     11. Administration. The Plan shall be administered by the Committee. The
Committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Committee shall, to the full extent permitted by law,
be final and binding upon all parties. At its discretion, the Committee may
authorize an agent to assist in the administration of the Plan.

     12. Designation of Beneficiary.

         (a) A participant may file a written designation of a beneficiary
who is to receive the shares of Common Stock and cash, if any, credited to the
participant's ESPP Account under the Plan in the event of such participant's
death. If a participant is married and the designated beneficiary is not the
spouse, written spousal consent must be filed with the Company's Human Resources
department for such designation to be effective.

         (b) Such designation of beneficiary may be changed by the participant
at any time by written notice filed with the Company's Human Resources
department. In the event of the death of a participant and in the absence of a
validly designated beneficiary, and if no executor or administrator of the
participant's estate has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares and/or cash to the spouse or
to any one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

     13. Transferability. Neither payroll deductions credited to a participant's
ESPP Account nor any rights to receive shares of Common Stock under the Plan may
be assigned, transferred, pledged or otherwise disposed of in any way (other
than by will, the laws of descent and distribution or as provided in Section 12
hereof) by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect.

     14. Reports. Individual ESPP Accounts shall be maintained for each
participant in the Plan. Statements of that ESPP Account shall be given to
participating Employees periodically, which statements shall set forth the
amounts of payroll deductions, the Fair Market Value, the number of shares of
Common Stock purchased for the Employee on each Purchase Date and similar
information with respect to any shares of Common Stock.

     15. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the maximum number of shares which
may be issued under the Plan shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any




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convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.

     16. Amendment or Termination.

         (a) The Board may at any time and for any reason terminate or amend
the Plan in its sole discretion.

         (b) Without stockholder consent and without regard to whether any
participant rights may be considered to have been adversely affected, the Board
(or the Committee) shall be entitled to limit the frequency and/or number of
changes in the amount of payroll deductions withheld during an Purchase Rights
Period, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
paycheck.

     17. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     18. Conditions Upon Issuance of Shares. Shares shall not be issued unless
the issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgate thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

     As a condition to participation in the Plan, the Company may require an
Employee to represent and warrant that any shares of Common Stock purchased
under the Plan are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.

     19. Term of Plan. The Plan shall become effective on the Effective Date,
subject to its approval by a majority of the shares of Common Stock. It shall
continue in effect until the earlier to occur of (a) the purchase of the maximum
number of shares as provided in Sections 10 and 15, or (b) the termination of
the Plan under Section 16.

     20. Governing Law. To the extent not superseded by the laws of the United
States, this plan will be administered and construed and its validity determined
under the laws of the State of Indiana, without reference to the choice of law
principles thereof.


                                             BLUE RIVER BANCSHARES, INC.



DATED: March 28, 2000                 By:    /s/ Steven R. Abel
                                             ---------------------------------
                                             Steven R. Abel
                                             Its:  Chairman

ATTEST:


/s/ D. Warren Robison
-----------------------------
D. Warren Robison
Its:  Secretary



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