<PAGE>
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

[X]  Annual report under Section 13 or 15(d) of the Securities Exchange Act of
     1934 for the fiscal year ended December 31, 2004.

[ ]  Transition report under Section 13 or 15(d) of The Securities Exchange Act
     of 1934 for the transition period from ____________ to ___________

                         COMMISSION FILE NUMBER 0-24501

                           BLUE RIVER BANCSHARES, INC.

                 (Name of small business issuer in its charter)

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<S>                                         <C>
            Indiana                                      35-2016637
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
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                29 E. Washington St., Shelbyville, Indiana 46176
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (317) 398-9721

        Securities to be registered under Section 12(b) of the Act: None.

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

                           Common Shares, No Par Value
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 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   X   No
                                   -----    -----

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Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for the year ended December 31, 2004: $6,156,000

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act).

                      Yes       No   X
                          -----    -----

The aggregate market value of the voting common stock of the issuer held by
non-affiliates, based upon the price of a share of common stock as quoted on the
Small-Cap Market of NASDAQ on June 30, 2004 was $20,096,000.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,406,150 shares of common stock as
of March 24, 2005.

DOCUMENTS INCORPORATED BY REFERENCE. If the following documents are incorporated
by reference, briefly describe them and identify the part of the Form 10-KSB
(e.g. Part I, Part II, etc.) into which the document is incorporated: (1) any
annual report to security holders; (2) any proxy or information statement; (3)
any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 ("Securities Act"). The listed documents should be clearly described for
identification purposes (e.g. annual report to security holders for fiscal year
ended December 31, 2004): The Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held is incorporated by reference into Part III
hereof, and the Annual Report of Shareholders for the year ended December 31,
2004 is incorporated by reference into Part II hereof.

Transitional Small Business Disclosure Format: Yes       No   X
                                                   -----    -----


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FORM 10-KSB TABLE OF CONTENTS

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                                                                            PAGE
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PART I
   Item 1 - Description of Business......................................     4
   Item 2 - Description of Property......................................    17
   Item 3 - Legal Proceedings............................................    19
   Item 4 - Submission of Matters to a Vote of Security Holders .........    20

PART II
   Item 5 - Market for Common Equity, Related Stockholder Matters and
               Small Business Issuer Purchases of Equity Securities......    20
   Item 6 - Management's Discussion and Analysis or Plan of Operation....    20
   Item 7 - Financial  Statements........................................    20
   Item 8 - Changes in and Disagreements with  Accountants on
                Accounting and Financial Disclosure......................    21
   Item 8A - Controls and Procedures.....................................    21
   Item 8B - Other Information...........................................    21

PART III
   Item 9 - Directors, Executive Officers, Promoters and Control
               Persons; Compliance with Section 16(a) of the Exchange
               Act.......................................................    22
   Item 10 - Executive Compensation .....................................    22
   Item 11 - Security Ownership of Certain Beneficial Owners and
                Management  and Related Stockholder Matters..............    22
   Item 12 - Certain Relationships and Related Transactions..............    22
   Item 13 - Exhibits....................................................    23
   Item 14 - Principal Accountant Fees and Services......................    25
             Signature Page..............................................    26
             Exhibits....................................................    27
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                                       3

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PART I.

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Blue River Bancshares, Inc. (the "Company" or "Blue River") was organized on
March 18, 1997 for the purpose of acquiring or forming a bank to be
headquartered in Shelbyville, Indiana. On February 5, 1998, the Company entered
into an Agreement of Affiliation and Merger (the "Merger Agreement") with Shelby
County Bancorp ("SCB" or the "Predecessor") and Shelby County Savings Bank (the
"Bank") pursuant to which the Company would acquire the Bank through the merger
of SCB into the Company (the "Merger").

In December 1998, the Bank announced its intention to expand into the Fort
Wayne, Indiana market. The Bank received regulatory approval in 1999 and
commenced operations in two locations in September 1999.

On December 31, 2001, the Company's wholly owned subsidiary, Shelby County Bank,
completed the sale of its two Fort Wayne branches pursuant to a Branch Purchase
and Assumption Agreement (the "Agreement") entered into with Community First
Bank and Trust, an Ohio state-chartered bank ("Community"), on October 17, 2001.
Collectively, the "Branches" operated as First Community Bank, and were located
at 7131 West Jefferson Boulevard, Fort Wayne, Indiana and 6154 Saint Joe Center
Road, Fort Wayne, Indiana.

On June 9, 2003, the Company and Unified Financial Services, Inc. entered into a
Stock Purchase Agreement pursuant to which the Company would acquire all of the
outstanding shares of common stock of Unified Banking Company, a wholly-owned
subsidiary of Unified Financial Services, Inc. On November 17, 2003 (effective
November 1, 2003), the Company completed the acquisition of all of the
outstanding shares of common stock of Unified Banking Company, located in
Lexington, Kentucky. Effective October 1, 2004, Unified Banking Company changed
its name to Paramount Bank and will be referred to as such throughout this
document.

On August 31, 2004, the Company and Heartland Bancshares, Inc. ("Heartland"),
Franklin, Indiana, entered into an Agreement of Affiliation and Merger which
provided for Heartland to merge with and into to the Company. The banking
subsidiaries, of the Company and Heartland, Shelby County Bank and Heartland
Community Bank, respectively, were also intended to merge their operations
pursuant to the merger agreement. On February 10, 2005, the Company and
Heartland mutually agreed to terminate the merger agreement and certain other
related agreements, including the reciprocal stock option agreements entered
into by the Company and Heartland in connection with the merger agreement.

The financial statements of the Company as of December 31, 2004 are presented on
a consolidated basis, including the Company's two major subsidiaries, Shelby
County Bank and Paramount Bank, (collectively the "Banks").

COMMUNITY BANKING

Blue River's strategy is to operate as a holding company of community based
financial institutions, each operating independently, with a decentralized
governance structure. This strategy does not depend upon geographic or
demographic factors. The strategy of Blue River is predicated upon the premise
that each financial institution acquired by Blue River should have a positive
impact on the stability and earnings of the Company. Therefore, the Company
grants significant autonomy to its banking offices in developing, delivering and
pricing its products at the local level.

The Company also emphasizes accountability by establishing standards that are
tied to success measures at each banking subsidiary. The combination of this
autonomy and accountability allows each of the Banks to provide personalized
customer service and still remain attentive to the financial performance of the
Company.

The Company believes that locally-managed banks can attract those customers who
prefer to conduct business with a local institution that demonstrates an active
interest in their business or personal financial affairs and can provide timely
responses and personal attention by its executive officers. The Company intends
for its Banks to maintain a strong commitment to community banking.

The Banks' offices are located in the Indiana cities of Shelbyville, Morristown
and St. Paul in Shelby County, Indiana, and one office in the city of Lexington,
Fayette County, Kentucky. The retail strategy of the Banks is to offer a wide
range of basic banking products and services that are reasonably priced and
easily understood by the customer. The Banks' commercial strategy centers on
small to medium-sized businesses.


                                       4

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LENDING ACTIVITIES

The Banks offer short and long-term real estate, consumer, commercial and other
loans to individuals and businesses in its market areas. While each loan must
meet minimum underwriting standards established in the Banks' credit policies,
lending officers are granted certain levels of autonomy in approving loans to
assure that the Banks are responsive to competitive issues and community needs.
The loan approval process also includes various levels of loan committees which
have authority above those limits of individual officers. Again, the structure
is such that customer service remains a priority while the appropriate oversight
of credit quality and pricing is maintained.

Real estate loans provide interim and permanent financing for both single-family
and multi-family properties, medium and short-term loans for commercial,
agricultural and industrial property as well as consumer and commercial lines of
credit secured by real estate. The Banks originate variable and fixed rate real
estate mortgages. Each of the Banks maintain their own strategy in regard to
residential real estate lending, but have the ability to retain the loans in its
portfolio, sell the loans and retain servicing or sell the loans in the
secondary markets.

Consumer loans include personal loans such as automobile loans and equity lines
of credit. The Banks current consumer lending does not include the purchase of
dealer paper, the purchase of consumer loan contracts or other "indirect" loans.

Agricultural loans are available solely to high credit worthy and local
customers or to government guarantee programs. These loans comprise a small
percentage of the current portfolios and are made only to serve the needs within
the local communities. These loans consist of both real estate and operating
lines of credit.

The overall portfolio mix in the banks is monitored to ensure that Qualified
Thrift Lender status is maintained.

FUNDING SOURCES

The Company's current funding is from current liquid assets. Funding of the
acquisition of Paramount Bank was partially funded with a term loan from a
commercial bank. This $4,000,000 loan is for a period of ten years. The first
two years of payments are for interest only with the remaining eight years
requiring a full amortization with principal and interest payments. The loan is
secured by the capital stock of the Banks. The interest rate is tied to prime
for the full term of the loan. The spread above prime can be adjusted downward
based on performance criteria of the Banks. Further, a $500,000 deposit was made
at the lending bank which will be used for the initial principal and interest
payments after the two year interest only period has lapsed.

The Banks offer traditional deposit products including checking, NOW, savings
and time deposits. Additional funding sources include Federal Home Loan Bank
(the "FHLB") borrowings for overnight, short-term and term loans. Deposits of
the Banks are insured by the FDIC up to statutory limits.

GROWTH STRATEGY

The Company's growth strategy includes growing internally and expanding into new
and complementary markets when opportunities may arise. The Company believes it
has an infrastructure that will allow for growth.

CONSOLIDATED SERVICES

The Company provides general policy and management direction and specialized
staff support services for the Banks. These services include Human Resources
assistance and administration of employee benefit plans; internal auditing and
regulatory compliance reviews; and loan review and credit administration
services, including the evaluation of loan policy, individual credit reviews and
portfolio reviews.

REGULATORY MATTERS

On July 10, 2000 the Office of Thrift Supervision (the "OTS") issued a letter
which formally designated Shelby County Bank to be in "troubled condition" based
upon the preliminary findings of the OTS' then ongoing examination of the Bank.
On September 22, 2003, the OTS issued a letter which deemed Shelby County Bank
to no longer be in "troubled condition" and stated that restrictions contained
in their letter of July 10, 2000, no longer apply.


                                       5

<PAGE>

On February 7, 2001 the OTS issued a letter which formally designated Blue River
Bancshares, Inc. to be in "troubled condition" pursuant to the results of a
March 13, 2000 examination. On September 22, 2003, the OTS issued a letter which
deemed Blue River Bancshares, Inc., to no longer be in "troubled condition" and
stated that restrictions contained in the letter of February 7, 2001, no longer
apply.

ENVIRONMENTAL MATTERS RELATING TO ST. PAUL PROPERTY

In August 1993, Shelby County Savings Bank discovered the presence of petroleum
compounds in both the soil and groundwater underlying the property at the St.
Paul branch of the Bank. A portion of the property was the site of a former
gasoline station. The Bank engaged an environmental remediation firm to remove
the "free product" (i.e., gasoline) which was floating on top of the water table
at the St. Paul site. The cost of this clean-up work was approximately $10,000.
On April 13, 1995, the Bank sold a portion of the St. Paul property to a
resident of St. Paul, Indiana for nominal consideration. The Bank apprised the
buyer of the environmental matters relating to the real estate sold, and the
buyer released and indemnified the Bank from all future liability connected with
environmental conditions on this property. There can be no assurance that a
third party will not make a claim against the Bank with respect to the
contamination on or originating from this portion of the St. Paul property or
that if such a claim were made that the indemnification of the Bank by the buyer
of the property would be sufficient to reimburse the Bank for any damages
relating to such claim.

With respect to the portion of the St. Paul property still owned by Shelby
County Bank, in early 1996, the Bank discovered the presence of diesel or fuel
oil and gasoline constituents in the groundwater. In early 1997, a heating oil
storage tank was removed from the ground and the area was remediated by
excavating the soil surrounding the location of the tank and replacing it with
granular fill material. An environmental remediation firm engaged by the Bank
performed the tank removal and remediation.

In April 1998, Shelby County Bank began the process of submitting the St. Paul
branch location into Indiana's Voluntary Remediation Program (the "VRP"). Again,
the Bank engaged an environmental consultant to assist it in this process. After
performing preliminary testing, the consultant informed the Bank that
remediation would be necessary to remove diesel or fuel oil and gasoline
constituents in the groundwater.

On June 26, 2002, the Bank submitted a Remediation Work Plan with respect to the
St. Paul branch of the Bank which is currently entered in Indiana's Voluntary
Remediation Program. The Work Plan addressed contaminants of concern in both the
soil and groundwater, irrespective of the source of contaminants.

On February 24, 2004, the Indiana Department of Environmental Management
("IDEM") approved the Voluntary Remediation Work Plan ("RWP") submitted by the
environmental consultant on behalf of the Bank. The RWP calls for eight quarters
of closure sampling with all results showing stable or decreasing trends
following system shutdown. The active remediation system was turned off on
September 18, 2002.

Since that time, the environmental consultant has completed eight rounds of
closure sampling. In each case the results have indicated stable or decreasing
trends. Accordingly, the environmental consultant prepared a closure report
requesting a Certificate of Completion and a Covenant Not to Sue. The closure
report was submitted to IDEM on February 2, 2005.

Assuming successful completion of the VRP, as the program currently exists, is
interpreted and is applied, which may include further remediation of the site,
IDEM will issue a Certificate of Completion (which is recorded) and the Governor
of the State of Indiana will issue a Covenant Not to Sue.

Additionally, IDEM and the U.S. Environmental Protection Agency ("EPA") have a
Memorandum of Agreement that provides in substance that once a Certificate of
Completion has been issued by IDEM, unless the site poses an immediate and
substantial threat to human health and the environment, EPA will not plan or
anticipate any federal action under the Superfund law.


                                       6

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SERVICE CORPORATION SUBSIDIARY

Shelby County Bank wholly owns two subsidiaries. First Tier One Corporation, an
Indiana corporation, held common stock issued by Intrieve, Inc., the Bank's
previous data processing provider. Through March 1994, it offered tax-deferred
annuity products. With the conversion of the data processing system, the stock
in Intrieve was repurchased by Intrieve in 2003. The Shelby Group, Inc., an
Indiana Corporation ("TSGI"), offered a full line of insurance products,
including health, life, auto and medical insurance. The Bank ceased the
operations of TSGI as of November 1, 1996. Paramount Bank does not own any
subsidiaries.

EMPLOYEES

As of December 31, 2004, the Banks employed 60 persons on a full-time basis and
8 persons on a part-time basis. Of the Banks' 60 full time employees, the
Company employed 6 of them on a part-time basis. None of the Banks' employees
are represented by a collective bargaining group. Management of the Company
considers its employee relations to be good.

MARKET AREA

The Banks' primary service areas are Shelby County, Indiana which is located
approximately 25 miles southeast of Indianapolis, Indiana, and the city of
Lexington and Fayette County, Kentucky. The Banks also consider contiguous
counties and surrounding areas to be service areas and intend to provide banking
services into those surrounding markets.

According to the 2003 Census, Shelby County Indiana's population is 43,717,
ranked 33rd of 92 Indiana counties. The population increased by 7.8% compared to
the 1990 census. The population of Shelby County is projected to remain at 33rd
among the 92 counties in population growth projected to 2010. Shelby County
businesses employed 22,275 full and part-time workers in 2003. The Shelby County
total payrolls are comprised of 96.2% from non-farm employment, with the most
prevalent segments being manufacturing, other private, and retail. The
unemployment rate in Shelby County was 5.0% in November 2004, compared to a
state average of 4.9%.

Total deposits held by Shelby County financial institutions were $462 million at
June 30, 2004, according to the FDIC/OTS Summary of Deposits Report.

Fayette County Kentucky's population according to the 2001 Census was 260,414,
ranked 2nd of 120 Kentucky counties. The population has increased by 15.6% since
the 1990 census and is estimated to increase by 4.85% by 2006. The civilian
labor force of Fayette County was 147,226 in 2001. The Fayette County total
payrolls are comprised of 99% from non-farm employment, with the most prevalent
segments being government, services, retail and manufacturing. Over 40% of the
workforce population was in management or professional related occupations.
According to Work Force Development of Kentucky, the Fayette County unemployment
rate was 3.0% compared to 5.6% for Kentucky.

Total deposits held by Fayette County financial institutions as of June 30, 2004
were $4.6 billion according to the FDIC/OTS Summary of Deposits report.

The Company's executive offices are located at 29 East Washington Street, P.O.
Box 927, Shelbyville, Indiana 46176 and its telephone number is (317) 398-9721.

COMPETITION

The Company and the Banks face strong competition for deposits, loans and other
financial services from numerous banks, thrifts, credit unions and other
financial institutions as well as other entities which provide financial
services, including consumer finance companies, securities brokerage firms,
mortgage brokers, equipment leasing companies, insurance companies, mutual
funds, and other lending sources and investment alternatives. Some of the
financial institutions and financial services providers with which the Banks
compete are not subject to the same degree of regulation as the Banks. Many of
the financial institutions aggressively compete for business in the Banks'
market areas. Many of these competitors have been in business for many years,
have established customer bases and have substantially higher lending limits
than the Banks. In addition, most of these entities have greater capital
resources than the Banks, which, among other things, may allow them to price
their services at levels more favorable to the customer and to provide larger
credit facilities than could the Banks.


                                       7

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TAXATION

Federal Taxation. The Company and the Banks will file a consolidated federal
income tax return on the accrual basis for each calendar year ending December
31. The consolidated federal income tax return has the effect of eliminating
intercompany distributions, including dividends, in the computation of
consolidated taxable income. Income of the Company generally would not be taken
into account in determining the bad debt deduction allowed to the Bank,
regardless of whether a consolidated tax return is filed. However, certain
"functionally related" losses of the Company would be required to be taken into
account in determining the permitted bad debt deduction which, depending upon
the particular circumstances, could reduce the bad debt deduction. The Company's
federal income tax returns have not been audited.

Historically, savings associations, such as the Banks, 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 Banks are no longer able to use the percentage of taxable income
method in computing its allocable tax bad debt deduction. The Banks are required
to compute its allocable deduction using the experience method. As a result of
the repeal of the percentage of taxable income method, reserves taken after 1987
using the percentage of taxable income method generally must be included in
future taxable income over a six-year period, although a two-year delay may be
permitted for institutions meeting a residential mortgage loan origination test.
In addition, the pre-1988 reserve, in 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 Internal Revenue Code of 1986, as amended
(the "Code"), or (ii) excess dividends are paid out by the Banks.

Depending on the composition of its items of income and expense, a savings
institution may be subject to the alternative minimum tax. A savings institution
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 that is attributable to most
preferences (although not to post-August 7, 1986 tax-exempt interest) can be
credited against regular tax due in later years.

On August 20, 1996, the "Small Business Job Protection Act of 1996" was passed
into law. One provision of this act repealed the special bad debt reserve method
for thrift institutions currently provided for in Section 593 of the Code. The
provision requires thrifts to recapture any reserves accumulated after 1987 but
generally forgives taxes owed. Thrift institutions have been given six years to
account for the recaptured excess reserves, beginning with the first taxable
year after 1995, and are permitted to delay the timing of this recapture for one
or two years subject to whether they meet certain residential loan test
requirements.

Income of the Banks appropriated to bad debt reserves and deducted for federal
income tax purposes is not available for payment of cash dividends or other
distributions to the Company without the payment of federal income taxes by the
Banks on the amount of such income deemed removed from the reserves at the
then-current income tax rate. At December 31, 2004, approximately $1.1 million
of the Banks, retained income represented bad debt deductions for which no
federal income tax provision had been made.

State Taxation. Shelby County Bank is subject to Indiana's Financial
Institutions Tax ("FIT") that is imposed at a flat rate of 8.5% on "adjusted
gross income." "Adjusted gross income," for purposes of FIT, 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. Paramount Bank is subject to the Commonwealth
of Kentucky Savings and Loan Tax that is imposed at a flat rate of .10% or $1.00
on each $1,000 of deposits and capital.

The Company's state income tax returns have not been audited.


                                       8

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SUPERVISION AND REGULATION

GENERAL

Financial institutions and their holding companies are extensively regulated
under federal and state law. Consequently, the growth and earnings performance
of the Company and the Banks can be affected not only by management decisions
and general economic conditions, but also by the statutes administered by, and
the regulations and policies of, various governmental regulatory authorities.
Those authorities include, but are not limited to, the OTS, the Board of
Governors of the Federal Reserve System (the "Federal Reserve"), the Federal
Deposit Insurance Corporation (the "FDIC"), the Indiana Department of Financial
Institutions (the "Indiana DFI"), the Kentucky Department of Financial
Institutions (the "Kentucky DFI"), the Securities and Exchange Commission (the
"Commission"), the Internal Revenue Service and state taxing authorities. The
effect of such statutes, regulations and policies can be significant, and cannot
be predicted with a high degree of certainty.

Federal and state laws and regulations generally applicable to financial
institutions and their holding companies regulate, among other things, the scope
of business, investments, reserves against deposits, capital levels relative to
operations, lending activities and practices, the nature and amount of
collateral for loans, the establishment of branches, mergers, consolidations and
dividends. The system of supervision and regulation applicable to the Company
and the Banks establishes a comprehensive framework for their respective
operations and is intended primarily for the protection of the FDIC's deposit
insurance funds, the depositors of the Banks and the public, rather than
shareholders of the Banks or the Company.

Federal law and regulations establish supervisory standards applicable to the
operation, management and lending activities of the Banks, including internal
controls, loan documentation, credit underwriting, interest rate exposure, asset
growth, compensation and loan-to-value ratios for loans secured by real
property. The Banks will continue to comply with these requirements, and in some
cases may apply more restrictive standards.

The following references to statutes and regulations are intended to summarize
material effects of certain government regulation on the business of the Company
and the Banks. Any change in government regulation may have a material adverse
effect on the Company, the Banks and their operations.

REGULATION OF THE COMPANY UNDER HOLA

As the holding company for the Banks, the Company is regulated as a "multiple
savings and loan holding company" within the meaning of Home Owners Loan Act
(the "HOLA"), and subject to regulatory oversight of the Director of the OTS. As
such, the Company will be registered with the OTS and thereby subject to OTS
regulations, examinations, supervision and reporting requirements. As a
subsidiary of a multiple savings and loan holding company, the Banks are subject
to certain restrictions in their dealings with the Company and with other
companies affiliated with the Company.

In general, the HOLA prohibits a savings and loan holding company, without 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 restricts the ability of a director or officer of the
Company, or any person who owns more than 25% of the Company's common 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.

As a multiple savings and loan holding company, the activities of the Company
and the Banks are subject to certain restrictions. The HOLA provides that, among
other things, no multiple savings and loan holding company or subsidiary thereof
which is not a savings association shall commence or continue for a limited
period of time after becoming a multiple savings and loan holding company or
subsidiary thereof, 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
previously directly authorized by the FSLIC by regulation as of March 5, 1987,
to be engaged in by multiple holding companies, or (vii) those activities
authorized by the Federal Reserve 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 holding
company may engage in such activities.


                                       9

<PAGE>

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 DFI.
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 DFI.

Kentucky law permits any savings association holding company having its
principal place of business in any state to acquire control of any Kentucky
savings association or of any savings association holding company having its
principal place of business in Kentucky, if the state wherein the savings
association holding company has its principal place of business authorizes the
acquisition of control of a savings association or savings association holding
company in that state by a savings association holding company having its
principal place of business in Kentucky under conditions substantially no more
restrictive than those imposed by Kentucky law.

No subsidiary savings association of a savings and loan holding company may
declare or pay a dividend on its permanent or nonwithdrawable 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.

REGULATION OF THE BANKS

The Banks are federally chartered Savings Association Insurance Fund ("SAIF")
insured savings associations. As such, the Banks are subject to extensive
regulation by the OTS and the FDIC. For example, the Banks must obtain OTS
approval before they may engage in certain activities and must file reports with
the OTS regarding their activities and financial condition. The OTS periodically
examines the Banks' books and records and, in conjunction with the FDIC, due to
SAIF insurance, in certain situations, has examination and enforcement powers.
This supervision and regulation is intended primarily for the protection of
depositors and federal deposit insurance funds. The semi-annual assessment owed
to the OTS, which is based upon a specified percentage of deposits, is
approximately $28,000 for Shelby County Bank and $15,000 for Paramount Bank or
an aggregate amount of $43,000.

The activities of the Banks are governed by the HOLA and, in certain respects,
the Federal Deposit Insurance Act, as amended (the "FDI Act"). The Director of
the OTS is authorized to promulgate regulations to ensure the safe and sound
operation of savings associations and may impose various requirements and
restrictions on the activities of savings associations.

FEDERAL HOME LOAN BANK SYSTEM. Shelby County Bank is a member of the FHLB of
Indianapolis and Paramount Bank is a member of the FHLB of Cincinnati. The FHLB
System consists of 12 regional FHLBs. Each FHLB serves as a reserve or central
bank for its members within its assigned region. It is funded primarily from
funds deposited by savings associations and proceeds derived from the sale of
consolidated obligations of the FHLB System. It makes loans to members (i.e.,
advances) in accordance with policies and procedures established by the Board of
Directors of the FHLB. All FHLB advances must be fully secured by sufficient
collateral as determined by the FHLB. The Federal Housing Finance Board, an
independent agency, controls the FHLB System, including the FHLBs of
Indianapolis and Cincinnati.

As a member of a FHLB, each Bank is required to purchase and maintain stock in
the FHLB in which it is a member in an amount equal to at least 1% of its
aggregate unpaid residential mortgage loans, home purchase contracts, or similar
obligations at the beginning of each year. At December 31, 2004, Shelby County
Bank's investment in stock of the FHLB of Indianapolis was $2,340,000 and
Paramount Bank's investment in stock of the FHLB of Cincinnati was $557,000. The
FHLB imposes various limitations on advances such as limiting the amount of
certain types of real estate-related collateral to 30% of a member's capital and
limiting total advances to a member. Interest rates charged for advances vary
depending upon maturity, the cost of funds to the FHLB and the purpose of the
borrowing.

The FHLBs are required to provide funds for the resolution of troubled savings
associations and to contribute to affordable housing programs through direct
loans or interest subsidies on advances targeted for community investment and
low- and moderate-income housing projects. These contributions have adversely
affected the level of FHLB dividends paid and could continue to do so in the
future. For the year ended December 31, 2004, dividends paid to Shelby County
Bank by the FHLB of Indianapolis totaled approximately $103,000 and to Paramount
Bank by the FHLB of Cincinnati totaled approximately $28,000 or an aggregate
amount of $131,000 for an annual rate of 4.33%.

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


                                       10

<PAGE>

leverage limit requires that savings associations maintain "core capital" of at
least 4% of total assets, 3% for savings associations with a composite rating of
1. Core capital is generally defined as common shareholders' equity (including
retained income), noncumulative perpetual preferred stock and related surplus,
certain minority equity interests in subsidiaries, certain non-withdrawable
accounts, qualifying supervisory goodwill, purchased mortgage servicing rights
and purchased credit card relationships (subject to certain limits) less
nonqualifying intangibles. 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, 2004, the Banks were in compliance with
all capital requirements imposed by law.

The following is a summary of Shelby County Bank's regulatory capital and
capital requirements at December 31, 2004:

<TABLE>
<CAPTION>
                                                        TOTAL
SHELBY COUNTY BANK              TANGIBLE     CORE    RISK-BASED
FOR CAPITAL ADEQUACY PURPOSES    CAPITAL   CAPITAL     CAPITAL
-----------------------------   --------   -------   ----------
                                     (DOLLARS IN THOUSANDS)
<S>                             <C>        <C>       <C>
Bank amount                      $7,716    $7,716      $8,807
Required amount                   1,823     4,862       6,996
                                 ------    ------      ------
Excess                           $5,893    $2,854      $1,811
                                 ======    ======      ======
Bank ratio                         6.35%     6.35%      10.07%
Required ratio                     1.50%     4.00%       8.00%
                                 ------    ------      ------
Ratio excess                       4.85%     2.35%       2.07%
                                 ======    ======      ======
</TABLE>

The following is a summary of Paramount Bank's regulatory capital and capital
requirements at December 31 2004.

<TABLE>
<CAPTION>
PARAMOUNT BANK                  TANGIBLE    CORE     RISK-BASED
FOR CAPITAL ADEQUACY PURPOSES    CAPITAL   CAPITAL     CAPITAL
-----------------------------   --------   -------   ----------
                                     (DOLLARS IN THOUSANDS)
<S>                             <C>        <C>       <C>
Bank amount                      $6,126    $6,126      $6,901
Required amount                   1,192     3,180       4,959
                                 ------    ------      ------
Excess                           $4,934    $2,946      $1,942
                                 ======    ======      ======
Bank ratio                         7.71%     7.71%      11.13%
Required ratio                     1.50%     4.00%       8.00%
                                 ------    ------      ------
Ratio excess                       6.21%     3.71%       3.13%
                                 ======    ======      ======
</TABLE>

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.

DIVIDEND LIMITATIONS. An OTS regulation imposes limitations upon all "capital
distributions" by savings associations, including cash dividends, payments by an
association to repurchase or otherwise acquire its shares, payments to
shareholders of another institution in a cash-out merger and other distributions
charged against capital. Under the regulation a savings association may be
required to file an application, a notice or nothing at all prior to making a
capital distribution. A savings


                                       11

<PAGE>

association will be required to file an application prior to making a capital
distribution if (i) the association is not eligible for expedited treatment
under the applicable OTS regulations, (ii) the total amount of all of the
associations capital distributions (including the proposed capital distribution)
for the applicable calendar year exceeds the association's net income for that
year to date plus the association's retained net income for the preceding two
years, (iii) the distribution, or (iv) the proposed capital distribution would
violate a prohibition contained in any applicable statute, regulation, or
agreement between the association and the OTS (or the FDIC), or violate a
condition imposed on the association in an OTS-approved application or notice. A
savings association will be required to file a notice prior to making a capital
distribution if: (i) the association would not be well capitalized following the
distribution, (ii) the proposed capital distribution would reduce the amount of
or retire any part of the associations common or preferred stock or retire any
part of debt instruments such as notes or debentures included in capital under
the OTS regulations, or (iii) the association is a subsidiary of a savings and
loan holding company. Neither an application nor a notice will be required to be
filed by the savings association prior to making a capital distribution if none
of the above criteria are met.

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 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. The Banks 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, 2004, the Banks did not have
any loans or extensions of credit to a single or related group of borrowers in
excess of its lending limits.

QUALIFIED THRIFT LENDER. Savings associations must meet a QTL test. If the Banks
maintains an appropriate level of qualified thrift investments ("QTIs")
(primarily residential mortgages and related investments, including certain
mortgage-related securities) and otherwise qualifies as QTLs, the Banks will
continue to enjoy full borrowing privileges from the FHLB. 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 in an amount not exceeding 20% of total 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, 2004, the Banks were in
compliance with their QTL requirements, with approximately 86.25% of the assets
of Shelby County Bank and 84.12% of the assets of Paramount Bank invested in
QTIs.

A savings association which fails to meet the QTL test must either convert to a
bank (but its deposit insurance assessments and payments will be those of and
paid to the SAIF) 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; (iii) it shall not be eligible for any new FHLB advances; and
(iv) it shall be bound by regulations applicable to national banks respecting
payment of dividends. Three years after failing the QTL test the association
must (i) dispose of any investment or activity not permissible for a national
bank and a savings association and (ii) repay all outstanding FHLB advances. 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).

BRANCHING. The rules of the OTS on branching by federally-chartered savings
associations permit nationwide branching to the extent allowed by federal
statute. This permits federal savings associations with interstate networks to
diversify their loan portfolio and lines of business. The OTS authority
pre-empts any state law purporting to regulate branching by federal savings
associations.


                                       12

<PAGE>

INSURANCE OF DEPOSITS. The FDIC is an independent federal agency that insures
the deposits, up to prescribed statutory limits, of banks and thrifts and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund (the
"BIF") for commercial banks and state savings banks and the SAIF for savings
associations such as the Banks and banks that have acquired deposits from
savings associations. The FDIC is required to maintain designated levels of
reserves in each fund. As of September 30, 1996, the reserves of the SAIF were
below the level required by law, primarily because a significant portion of the
assessments paid into the SAIF had been used to pay the cost of prior thrift
failures, while the reserves of the BIF met the level required by law in May,
1995. However, on September 30, 1996, provisions designed to recapitalize the
SAIF and eliminate the premium disparity between the BIF and SAIF were signed
into law.

The FDIC is authorized to establish separate annual assessment rates for deposit
insurance for members of the BIF and members of the SAIF. The FDIC may increase
assessment rates for either fund if necessary to restore the fund's ratio of
reserves to insured deposits to the target level within a reasonable time and
may decrease these rates if the target level has been met. The FDIC has
established a risk-based assessment system for both SAIF and BIF members. Under
this system, assessments vary depending on the risk the institution poses to its
deposit insurance fund. An institution's risk level is determined based on its
capital level and the FDIC's level of supervisory concern about the institution.

On September 30, 1996, President Clinton signed into law legislation which
included provisions designed to recapitalize the SAIF and eliminate the
significant premium disparity between the BIF and the SAIF. BIF institutions pay
lower assessments than comparable SAIF institutions because BIF institutions pay
only 20% of the rate being paid by SAIF institutions on their deposits with
respect to obligations issued by the federally-chartered corporation which
provided some of the financing to resolve the thrift crisis in the 1980's
("FICO"). The 1996 law also provides for the merger of the SAIF and the BIF, but
not until such time as bank and thrift charters are combined. Until the charters
are combined, savings associations with SAIF deposits may not transfer deposits
into the BIF system without paying various exit and entrance fees, and SAIF
institutions will continue to pay higher FICO assessments. Such exit and
entrance fees need not be paid if a SAIF institution converts to a bank charter
or merges with a bank, as long as the resulting bank continues to pay applicable
insurance assessments to the SAIF, and as long as certain other conditions are
met. The annual FDIC assessment for Paramount Bank was $7,000 for 2004. The
annual FDIC assessment for Shelby County Bank was $40,000 for 2004.

PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") established a system of prompt corrective action to
resolve the problems of undercapitalized institutions. Under this system,
federal depository institution regulators are required to take certain mandatory
supervisory actions, and may take certain discretionary supervisory actions
against undercapitalized institutions, the severity of which depends upon the
institution's degree of capitalization. In addition, subject to a narrow
exception, FDICIA generally requires the federal depository institution
regulators to appoint a receiver or conservator for an institution that is
critically undercapitalized.

As mandated by FDICIA, the federal banking regulators have specified by
regulation the relevant capital measures at which an insured depository
institution is deemed well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized. Pursuant to the FDIC's regulations implementing the prompt
corrective action provisions of FDICIA, a bank will be deemed to be: (i) well
capitalized if the bank has a total risk-based capital ratio of 10% or greater,
Tier 1 risk-based capital ratio of 6% or greater and leverage ratio of 5% or
greater; (ii) adequately capitalized if the bank has a total risk-based capital
ratio of 8% or greater, Tier 1 risk-based capital ratio of 4% or greater and
leverage ratio of 4% or greater (3% for the most highly rated banks); (iii)
undercapitalized if the bank has a total risk-based capital ratio of less than
8%, or Tier 1 risk-based capital ratio of 4% or greater and leverage ratio of
less than 4% (less than 3% for the most highly rated banks); (iv) significantly
undercapitalized if the bank has a total risk-based capital ratio of less than
6%, Tier 1 risk-based capital ratio of less than 3% or leverage ratio of less
than 3%; and (v) critically undercapitalized if the bank has a ratio of tangible
equity to total assets of 2% or less. At December 31, 2004, the Banks were
categorized as "well capitalized," and not subject to regulatory order,
agreement or directive to meet and maintain a specific level for any capital
measure. However, there are no assurances that the Banks will maintain their
"well capitalized" status.

Subject to certain exceptions, these capital ratios are generally determined on
the basis of reports submitted by each depository institution and the reports of
examination by each institution's appropriate federal depository institution
regulatory agency. Depending upon the capital category to which an institution
is assigned, the regulators' corrective powers include: requiring the submission
of a capital restoration plan (which must include a holding company guarantee of
performance); placing limits on asset growth and restrictions on activities;
requiring the institution to issue additional capital stock (including
additional voting stock) or to be acquired; restricting transactions with
affiliates; restricting the interest rate the institution may pay on deposits;
ordering a new election of directors of the institution; requiring that senior
executive officers or directors be dismissed; prohibiting the institution from
accepting deposits from correspondent banks; requiring the holding company to


                                       13

<PAGE>

divest certain subsidiaries including the institution; requiring the institution
to divest certain subsidiaries; prohibiting the payment of principal or interest
on subordinated debt; and ultimately, appointing a receiver or conservator for
the institution.

In general, a depository institution may be reclassified to a lower category
than is indicated by its capital position if the appropriate federal depository
institution regulatory agency determines the institution to be otherwise in an
unsafe or unsound condition or to be engaged in an unsafe or unsound practice.
This could include a failure by the institution, following receipt of a
less-than-satisfactory rating on its most recent examination report, to correct
the deficiency.

TRANSACTIONS WITH AFFILIATES. The Banks are subject to certain restrictions
imposed by the Federal Reserve Act ("FRA") on any extensions of credit to the
Company or its subsidiaries, on investments in the stock or other securities of
the Company or its subsidiaries, and the acceptance of the stock or other
securities of the Company or its subsidiaries as collateral for loans. These
restrictions limit the aggregate amount of transactions with any individual
affiliate to 10% of the Banks' capital and surplus, limit the aggregate amount
of transactions with all affiliates to 20% of the Banks' capital and surplus,
require that loans and certain other extensions of credit be secured by
collateral in certain specified amounts and types, generally prohibit the
purchase of low quality assets from affiliates and generally require that
certain transactions with affiliates, including loans and asset purchases, be on
terms and under circumstances, including credit standards, that are
substantially the same or at least as favorable to the Banks as those prevailing
at the time for comparable transactions with nonaffiliated individuals or
entities.

Also, the FRA prescribes certain limitations and reporting requirements on
extensions of credit by the Banks to their directors and executive officers, to
directors and executive officers of the Company and its subsidiaries, to
principal shareholders of the Company and its subsidiaries, to principal
shareholders of the Company and to "related interests" of such directors,
officers and principal shareholders. Among other things, the FRA, and the
regulations thereunder, requires such loans to be made on substantially the same
terms as those offered to unaffiliated individuals, place limits on the amount
of loans the Bank may extend to such individuals and require certain approval
procedures to be followed. In addition, such legislation and regulations may
affect the terms upon which any person becoming a director or officer of the
Company or one of its subsidiaries or a principal shareholder of the Company may
obtain credit from banks with which the Banks maintains a correspondent
relationship.

LIMITATIONS ON RATES PAID FOR DEPOSITS. Regulations promulgated by the FDIC
pursuant to FDICIA limit 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 FDICIA. The Banks do
not believe that these regulations will have a materially adverse effect on its
current operations.

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 homebuyers. The OTS has designated the Banks' record of
meeting community credit as satisfactory.

SAFETY AND SOUNDNESS STANDARDS. On July 10, 1995, the FDIC, the OTS, the Federal
Reserve and the Office of the Comptroller of the Currency published final
guidelines implementing the FDICIA requirement that the federal banking agencies
establish operational and managerial standards to promote the safety and
soundness of federally insured depository institutions. The guidelines, which
took effect on August 9, 1995, establish standards for internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth and compensation, fees and
benefits, and specifically prohibit, as an unsafe and unsound practice,
excessive compensation that could lead to a material loss to an institution. The
federal banking agencies also adopted asset quality and earnings standards that
were added to the safety and soundness guidelines effective October 1, 1996. If
an institution fails to comply with any of the standards set forth in the
guidelines, the institution's primary federal regulator may require the
institution to submit a plan for achieving and maintaining compliance. Failure
to submit an acceptable compliance plan, or failure to adhere to a compliance
plan that has been accepted by the appropriate regulator, would constitute
grounds for further enforcement action.


                                       14

<PAGE>

CONSUMER BANKING. The Banks' business will include making a variety of types of
loans to individuals. In making these loans, the Bank will be subject to state
usury and regulatory laws and to various federal statutes, such as the Equal
Credit Opportunity Act, Fair Credit Reporting Act, Truth in Lending Act, Real
Estate Settlement Procedures Act and Home Mortgage Disclosure Act, and the
regulations promulgated thereunder, which prohibit discrimination, specify
disclosures to be made to borrowers regarding credit and settlement costs and
regulate the mortgage loan servicing activities of the Banks, including the
maintenance and operation of escrow accounts and the transfer of mortgage loan
servicing. The Riegle Act imposed new escrow requirements on depository and
non-depository mortgage lenders and services under the National Flood Insurance
Program. See "Supervision and Regulation -- Regulatory Developments." In
receiving deposits, the Banks will be subject to extensive regulation under
state and federal law and regulations, including the Truth in Savings Act, the
Expedited Funds Availability Act, the Bank Secrecy Act, the Electronic Funds
Transfer Act and the FDI Act. Violation of these laws could result in the
imposition of significant damages and fines upon the Banks, their directors and
officers.

REGULATORY DEVELOPMENTS

In 1994, the Congress enacted two major pieces of banking legislation, the
Riegle Community Direction Act (the "Riegle Act") and the Riegle-Neal Interstate
Banking and Branching Efficiency Act (the "Riegle-Neal Act"). The Riegle Act
addressed such varied issues as the promotion of economic revitalization of
defined urban and rural "qualified distressed communities" through special
purpose "Community Development Financial Institutions," the expansion of
consumer protection with respect to certain loans secured by a consumer's home
and reverse mortgages and reductions in compliance burdens regarding Currency
Transaction Reports, in addition to reform of the National Flood Insurance
Program, the promotion of a secondary market for small business loans and leases
and mandating specific changes to reduce regulatory impositions on depository
institutions and holding companies.

The Riegle-Neal Act substantially changed the geographic constraints applicable
to the banking industry. Effective September 29, 1995, the Riegle-Neal Act
allows bank holding companies to acquire banks located in any state in the
United States without regard to geographic restrictions or reciprocity
requirements imposed by state law, but subject to certain conditions, including
limitations on the aggregate amount of deposits that may be held by the
acquiring holding company and all of its insured depository institution
affiliates. Effective June 1, 1997 (or earlier if expressly authorized by
applicable state law), the Riegle-Neal Act allows banks to establish interstate
branch networks through acquisitions of other banks, subject to certain
conditions, including certain limitations on the aggregate amount of deposits
that may be held by the surviving bank and all of its insured depository
institution affiliates. The establishment of de novo interstate branches or the
acquisition of individual branches of a bank in another state (rather than the
acquisition of an out-of-state bank in its entirety) is allowed by the
Riegle-Neal Act only if specifically authorized by state law. The legislation
allowed individual states to "opt-out" of certain provisions of the Riegle-Neal
Act by enacting appropriate legislation prior to June 1, 1997.

Effective March 14, 1996, Indiana "opted in" to the interstate branching
provisions of the Riegle-Neal Act. The Indiana legislation authorizes, subject
to certain approval and other requirements, Indiana-chartered banks to establish
branches in states other than Indiana and out-of-state banks to establish
branches in Indiana. Indiana and out-of-state banks are authorized to establish
branches either by acquisition or de novo.

Kentucky law, however, does not permit de novo branching by out-of-state banks
except under limited circumstances. An out-of-state bank may only establish a de
novo branch in Kentucky if the laws of the home state of the out-of-state bank
would reciprocally allow a Kentucky bank to establish a de novo branch in that
state. Out-of-state banks may establish branches in Kentucky by acquisition.

FDIC regulations, which became effective April 1, 1996, impose certain
limitations (and in certain cases, prohibitions) on (i) "golden parachute"
severance payments by troubled depository institutions, their subsidiaries and
affiliated holding companies to institution-affiliated parties (primarily
directors, officers, employees or principal shareholders of the institution),
and (ii) indemnification payments by a depository institution, their
subsidiaries and affiliated holding companies, regardless of financial
condition, to institution-affiliated parties. The FDIC regulations impose
limitations on indemnification payments which could restrict, in certain
circumstances, payments by the Company or the Banks to their respective
directors or officers otherwise permitted under state law.

The FDIC includes, in its evaluations of a bank's capital adequacy, an
assessment of the bank's exposure to declines in the economic value of the
bank's capital due to changes in interest rates. On June 26, 1996, the FDIC,
along with the Office of the Comptroller of the Currency (the "OCC") and the
Federal Reserve, issued a joint policy statement to provide guidance on sound
practices for managing interest rate risk. The statement sets forth the factors
the federal regulatory examiners will use to determine the adequacy of a bank's
capital for interest rate risk. These qualitative factors include the adequacy
and effectiveness of the bank's internal interest rate risk management process
and the level of interest rate exposure. Other


                                       15

<PAGE>

qualitative factors that will be considered include the size of the bank, the
nature and complexity of its activities, the adequacy of its capital and
earnings in relation to the bank's overall risk profile, and its earning
exposure to interest rate movements. The interagency supervisory policy
statement describes the responsibilities of a bank's board of directors in
implementing a risk management process and the requirements of the bank's senior
management in ensuring the effective management of interest rate risk. Further,
the statement specifies the elements that a risk management process must
contain.

In August 1996, the Federal Reserve and the FDIC issued final regulations
further revising their risk-based capital standards to include a supervisory
framework for measuring market risk. The effect of the regulations is that any
bank holding company or bank which has significant exposure to market risk must
measure such risk using its own internal model, subject to the requirements
contained in the regulations, and must maintain adequate capital to support that
exposure.

The regulations apply to any bank holding company or bank whose trading activity
equals 10% or more of its total assets, or whose trading activity equals $1
billion or more. Examiners may require a bank holding company or bank that does
not meet the applicability criteria to comply with the capital requirements if
necessary for safety and soundness purposes.

The regulations contain supplemental rules to determine qualifying and excess
capital, calculate risk-weighted assets, calculate market risk equivalent assets
and calculate risk-based capital ratios adjusted for market risk.

The Gramm-Leach-Bliley Act modified laws related to financial privacy and
community reinvestment. The new financial privacy provisions generally prohibit
financial institutions, including the Company, from disclosing nonpublic
personal financial information to third parties unless customers have the
opportunity to "opt out" of the disclosure. The Gramm-Leach-Bliley Act also
requires an annual disclosure of an institutions privacy policy in addition to a
disclosure at the time that a customer relationship is established.

On October 26, 2001, President Bush signed the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (the "Patriot Act"). The Patriot Act is intended to strengthen the
ability of U. S. Law Enforcement to combat terrorism on a variety of fronts. The
potential impact of the Patriot Act on financial institutions is significant and
wide-ranging. By way of amendments to the Bank Secrecy Act, Title III of the
Patriot Act gives the federal government new powers to address terrorist threats
through enhanced domestic security measures intended to encourage information
sharing among bank regulatory agencies and law enforcement bodies. In addition,
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 of the following matters, among others: money laundering,
suspicious activities and currency transaction reporting, and currency crimes.

The Sarbanes-Oxley Act of 2002 implements a broad range of corporate governance
and accounting measures for public companies (including publicly-held bank
holding companies) designed to promote honesty and transparency in corporate
America. Sarbanes-Oxley's principal provisions, many of which have been
interpreted through regulations released in 2003, provide for and include, among
other things: (1) the creation of an independent accounting oversight board (2)
auditor independence and restriction of non-audit services that accountants may
provide to their audit clients (3) corporate governance and responsibility
measures, including financial statement certifications by the Chief Executive
Officer and Chief Financial Officer (4) increased oversight and enhancement of
certain requirements relating to audit committees and how they interact with the
Company's independent auditors, (5) requirements that audit committee members be
independent and barred from accepting consulting, advisory, or other
compensatory fees from the Company, (6) requirements that companies disclose
whether one member of the audit committee is a "financial expert" (as defined by
the SEC) and if not, why the audit committee does not have a financial expert
(7) expanded disclosure requirements for corporate insiders, including
accelerated reporting of stock transactions and a prohibition on insider trading
in black out periods (8) prohibition on personal loans to directors and
officers, except certain loans made by insured financial institutions on
nonpreferential terms and in compliance with other bank regulatory requirements,
(9) disclosure of a code of ethics and filing a Form 8K for a change or waiver
of such code, and (11) enhanced penalties for fraud and other violations.

Effective October 28, 2004, the Federal Reserve adopted final amendments to
Regulation CC and its commentary to implement the Check Clearing for the 21st
Century Act (the "Check 21 Act"). The Check 21 Act was enacted on October 28,
2003 and became effective on October 28, 2004.

To facilitate check truncation and electronic check exchange, the Check 21 Act
authorizes a new negotiable instrument called a "substitute check" and provides
that a properly prepared substitute check is the legal equivalent of the
original check for all purposes. A substitute check is a paper reproduction of
the original check that can be processed just like the original check. The Check
21 Act does not require any bank to create substitute checks or to accept checks
electronically. The Federal


                                       16

<PAGE>

Reserve's amendments: (i) set forth the requirements of the Check 21 Act that
apply to all banks, including those that choose not to create substitute checks;
(ii) provide a model disclosure and model notices relating to substitute checks;
and (ii) set forth bank endorsement and identification requirements for
substitute checks.

Additional legislation and administrative actions affecting the banking industry
are being considered and in the future may be considered by the United States
Congress, state legislatures and various regulatory agencies, including those
referred to above. It cannot be predicted with certainty whether such
legislation or administrative action will be enacted or the extent to which the
banking industry in general or the Company and the Banks in particular would be
affected thereby.

FORWARD LOOKING STATEMENTS

A cautionary note about forward-looking statements. In its oral and written
communication, the Company from time to time includes forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements can include statements about estimated
cost savings, plans and objectives for future operations, and expectations about
performance as well as economic and market conditions and trends. They often can
be identified by the use of words like "expect", "may", "could", "intend",
"project", "estimate", "believe" or "anticipate." The Company may include
forward-looking statements in filings with the Securities and Exchange
Commission, such as this Form 10-KSB, in other written materials, and in oral
statements made by senior management to analysts, investors, representatives of
the media, and others. It is intended that these forward-looking statements
speak only as of the date they are made, and the Company undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the forward-looking statement is made or
to reflect the occurrence of unanticipated events. By their nature,
forward-looking statements are based on assumptions and are subject to risks,
uncertainties, and other factors. Actual results may differ materially from
those contained in the forward-looking statement. The discussion in the 2004
Annual Report to Shareholders under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," incorporated in Item
6 of this Form 10-KSB, lists some of the factors which could cause the Company's
actual results to materially differ from those in any forward-looking
statements. Your attention is directed to this discussion which can be found in
Exhibit 13 to this Form 10-KSB. Other uncertainties which could affect the
Company's future performance include changes in interest rates, the effects of
competition, technological changes and regulatory developments; changes in
fiscal, monetary and tax policies; market, economic conditions, either
nationally or regionally, resulting in, among other things, credit quality
deterioration; and changes in the securities markets. Investors should consider
these risks, uncertainties, and other factors in addition to those mentioned by
the Company in its other filings from time to time when considering any
forward-looking statement.

ITEM 2. DESCRIPTION OF PROPERTY

The Company is located at 29 E. Washington Street, Shelbyville, Indiana, where
it shares space with the Main Office of Shelby County Bank. The Company
previously owned a building adjacent to its principal office. This building was
acquired in 1998 and had a book value of $130,000 as of December 31, 2003. The
Company has since sold that property for a reported gain of $21,000. The Company
owns the land upon which the Rampart Office of Shelby County Bank is located.

Facilities of the Company's subsidiary, Shelby County Bank, include its Main
Office, Rampart Office, and St. Paul Office, which are owned and its Morristown
Office which is leased. This lease expires on December 17, 2018.

Facilities of the Corporation's subsidiary, Paramount Bank, include its Main
Office which is leased. The lease for the Main Office expires on January 15,
2021.

In the opinion of management, the Banks' properties are adequately covered by
insurance.


                                       17

<PAGE>

<TABLE>
<CAPTION>
                                                        NET BOOK VALUE
                                                         OF PROPERTY,    APPROXIMATE
                                          YEAR OPENED   FURNITURE AND       SQUARE
DESCRIPTION AND ADDRESS                   OR ACQUIRED      FIXTURES        FOOTAGE
-----------------------                   -----------   --------------   -----------
<S>                                       <C>           <C>              <C>
Shelbyville Main Office
   29 East Washington St.                     1975         $782,855         15,000

Shelbyville Rampart Office
   34 Rampart Street                          1995         $536,704          3,000

Morristown Office (leased property)
   127 East Main Street                       1995         $ 11,645          1,800

St. Paul Office
   105 County Line Road                       1989         $ 43,071          1,476

Lexington Kentucky Office
   2424 Harrodsburg Road (leased property)    1999         $618,074          8,472
</TABLE>


                                       18

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

In August 1993, Shelby County Savings Bank discovered the presence of petroleum
compounds in both the soil and groundwater underlying the property at the St.
Paul branch of the Bank. (See complete discussion of this proceeding in Item 1.)

On or about November 14, 2002, Shelby County Bank filed a complaint with the
Shelby County Circuit Court against Custom Care Lawn Service, LLC and the
guarantors of a certain promissory note which was in default and unpaid.
Pursuant to this filing, the Bank requested a judgment for the amount due and
foreclosure of its lien upon the collateral securing the note. On February 21,
2003, Custom Care Lawn Service, LLC and the guarantors answered defendant's
claim and filed a counter-claim for damages. The counter claims, include: 1)
breach of service contract; 2) failure to release a lien; 3) constructive fraud;
4) equitable estoppel; 5) mismanagement by the Bank; 6) frivolous claim; and 7)
Fair Debt Collection Practices Act violations. Management of the Bank believes
that there is no merit to the claims. On October 28, 2004, Custom Care Lawn
Service, LLC and the guarantors filed a voluntary dismissal of their claim.

On or about February 3, 2003 Shelby County Bank filed a complaint with the
Shelby County Circuit Court against defendant Andrew S. Fansler, First National
Bank and Ameriana Bank and Trust. On January 10, 2002, Shelby County Bank
obtained, and recorded, a judgment against Steven M. Fansler in regard to
certain tracts, Tract 1 and Tract 2, of real estate. On January 22, 2002,
Ameriana Bank and Trust obtained a judgment against Steven M Fansler. On or
about January 24, 2002, Steven M. Fansler conveyed all right, title and interest
in and to the real estate, Tract 2, to his son Andrew S. Fansler. On or about
January 24, 2002, Andrew S. Fansler granted a mortgage on the real estate, Tract
1, to First National Bank. Shelby County Bank's complaint requests the court
order foreclosing the judicial lien of Shelby County Bank and all garnishee
defendants. On May 2, 2002, Steven M. Fansler filed a petition for relief in the
United States Bankruptcy Court for the Southern District of Indiana and a
discharge of the indebtedness of Shelby County Bank was entered on November 15,
2002. On or about May 6, 2003 Andrew S. Fansler filed his response with the
Shelby County Circuit Court. Mr. Fansler's response to the court includes
counter-claims which allege that the Bank had to and accepted the purchase of
the real estate and accepted sums in the total amount of $113,242 at the time of
closing of Andrew Fansler purchase of the real estate. Further, Andrew Fansler's
response alleged that the Bank's complaint is frivolous, unreasonable, and or
groundless and Mr. Fansler is entitled to an award of his attorney fees and cost
of defending this litigation. Management of the Bank believes that there is no
merit to the counter-claims. On October 18, 2004, Shelby County Bank filed a
Motion for Voluntary Dismissal against Steven M. and Sharon A. Fansler, Key Bank
N.A. and Ameriana Bank of Indiana, F.S.B. without prejudice. Shelby County Bank
is presently in the process of responding to the Interrogatories and Requests
for Production served by counsel for Andrew Fansler, and anticipates that
certain of its current and former employees will be deposed within a short
period of time.


                                       19

<PAGE>

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

          Not applicable.

PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
     BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

          In conjunction with a public offering of common stock completed in the
          second quarter of 1998, the Company obtained approval for quotation on
          the National Association of Securities Dealers Automated Quotation
          System Small-Cap Market ("NASDAQ") under the symbol "BRBI" During
          2004, the Company satisfied all requirements for continued inclusion
          on, and was traded on, NASDAQ.

          As of March 28, 2005, there were 192 shareholders of record of Blue
          River common stock.

          The following table sets forth the high and low sale prices for Blue
          River common stock for the quarters during the years indicated, as
          reported by NASDAQ. Such over-the-counter quotations reflect
          inter-dealer prices, without retail mark-up, markdown or commission,
          and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                      2004            2003
                 -------------   -------------
                  HIGH    LOW     HIGH    LOW
                 -----   -----   -----   -----
<S>              <C>     <C>     <C>     <C>
First Quarter    $6.79   $5.81   $4.89   $4.25
Second Quarter    6.84    5.90    4.88    4.35
Third Quarter     6.15    5.29    5.80    4.55
Fourth Quarter    5.59    5.15    6.70    4.90
</TABLE>

          The Company did not declare any dividend on its shares of common stock
          during 2004 or 2003. Future dividend payments by the Company are
          subject to regulatory and legal limitations and may be dependent upon
          dividends paid by the Banks. See "Business-Supervision and
          Regulation". The Company does not intend to pay dividends in the
          foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

          Pages 30 through 62 inclusive, of the Company's Annual Report to
          Shareholders for the year ended December 31, 2004 are incorporated
          herein by reference in regard to this item.

ITEM 7. FINANCIAL STATEMENTS

          Pages 63 through 97 inclusive, of the Company's Annual Report to
          Shareholders for the year ended December 31, 2004 are incorporated
          herein by reference in regard to this item.


                                       20

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

          Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation
(the "Evaluation"), under the supervision and with the participation of our
Chief Executive Officer ("CEO") and Controller, of the effectiveness of the
design and operation of our disclosure controls and procedures ("Disclosure
Controls"). Based on the Evaluation and information provided by the Company's
independent auditor, our CEO and Controller concluded that a material weakness
existed with respect to our controls over accounting for FASB 91 cost deferrals
on home equity loans.

CHANGES IN INTERNAL CONTROLS

The Company has made a significant change in its internal controls over
financial reporting subsequent to December 31, 2004 that has materially affected
the Company's internal control over financial reporting. During the 2004 year
end audit of the financial statements it was determined that the Company was
incorrectly accounting for FASB 91 cost deferrals on home equity loans. This
resulted in a $178,000 reduction in net income. During the first quarter of 2005
the Company has implemented additional internal controls over the financial
reporting for FASB 91 cost deferrals, including an independent analytical review
of those cost deferrals, designed to prevent this error from occurring again in
the future.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our CEO and Controller, does not expect that our
Disclosure Controls and internal controls will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can only be
reasonable assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

CEO AND CONTROLLER CERTIFICATIONS

Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and Controller. The Certifications are required in
accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

ITEM 8B. OTHER INFORMATION

          Not applicable.


                                       21

<PAGE>

PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
     WITH SECTION 16(A) OF THE EXCHANGE ACT

          This information is omitted from this report pursuant to General
          Instruction E. (3) of Form 10-KSB as the Company intends to file with
          the Commission its definitive Proxy Statement for the Annual Meeting
          of Shareholders pursuant to Regulation 14A of the Securities Exchange
          Act of 1934, as amended, not later than 120 days after December 31,
          2004.

ITEM 10. EXECUTIVE COMPENSATION

          This information is omitted from this report pursuant to General
          Instruction E. (3) of Form 10-KSB as the Company intends to file with
          the Commission its definitive Proxy Statement for the Annual Meeting
          of Shareholders pursuant to Regulation 14A of the Securities Exchange
          Act of 1934, as amended, not later than 120 days after December 31,
          2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
     RELATED STOCKHOLDER MATTERS

          This information is omitted from this report pursuant to General
          Instruction E. (3) of Form 10-KSB as the Company intends to file with
          the Commission its definitive Proxy Statement for the Annual Meeting
          of Shareholders pursuant to Regulation 14A of the Securities Exchange
          Act of 1934, as amended, not later than 120 days after December 31,
          2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          This information is omitted from this report pursuant to General
          Instruction E. (3) of Form 10-KSB as the Company intends to file with
          the Commission its definitive Proxy Statement for the Annual Meeting
          of Shareholders pursuant to Regulation 14A of the Securities Exchange
          Act of 1934, as amended, not later than 120 days after December 31,
          2004.


                                       22

<PAGE>

ITEM 13. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following Exhibits are being filed as part of this 10-KSB:

<TABLE>
<S>                   <C>
2.01********          Agreement of Affiliation and Merger, dated August 31,
                      2004, by and among Blue River Bancshares, Inc., Shelby
                      County Bank, Heartland Bancshares, Inc. and Heartland
                      Community Bank

2.02*************     Stock Option Agreement, dated August 31, 2004, by and
                      between Blue River Bancshares, Inc. and Heartland
                      Bancshares, Inc.

2.03*************     Stock Option Agreement, dated August 31, 2004, by and
                      between Heartland Bancshares, Inc. and Blue River
                      Bancshares, Inc.

2.04*********         Termination Agreement, dated February 10, 2005, by and
                      among Blue River Bancshares, Inc., Shelby County Bank,
                      Heartland Bancshares, Inc. and Heartland Community Bank

3(i)(a)****           Articles of Incorporation

3(i)(b)**********     Amendment to Articles of Incorporation, adopted May 13,
                      2004

3(ii)******           Amended and Restated By-Laws

10.01*****            Registrant's Amended and Restated 1997 Directors' Stock
                      Option Plan (1)

10.02*****            Registrant's Amended and Restated 1997 Key Employees'
                      Stock Option Plan (1)

10.03**               Registrant's 2000 Directors' Stock Option Plan (1)

10.04**               Registrant's 2000 Key Employees' Stock Option Plan (1)

10.05**               Registrant's 2000 Employee Stock Purchase Plan (1)

10.06**               Registrant's First Amendment of 2000 Key Employees' Stock
                      Option Plan (1)

10.07*                Registrant's 2002 Key Employees' Stock Option Plan (1)

10.08**************   Registrant's 2004 Stock Option Plan

10.09*                Registrant's Change in Control Agreement with Randy J.
                      Collier (2)

10.10***              Stock Purchase Agreement between Registrant and Paramount
                      Bank

10.11*******          Depository Agreement

10.12*******          Credit Agreement with Union Federal Bank

10.13***********      First Amendment to Credit Agreement with Union Federal
                      Bank

10.14*******          Collateral Pledge Agreement with Union Federal Bank

10.15************     Severance Agreement and Release, dated October 4, 2004, by
                      and between Blue River Bancshares, Inc. and Lawrence T.
                      Toombs

13                    The Annual Report to Shareholders of the Registrant for
                      the year ended December 31, 2004 (Except for the pages and
                      information thereof expressly incorporated by reference in
                      this Form 10-KSB, the Annual Report to Shareholders is
                      provided solely for the information of the Securities and
                      Exchange Commission and is not deemed "filed" as part of
                      this Form 10-KSB).

21                    Subsidiaries of the Registrant

31.1                  Certification for the Annual Report on Form 10-KSB by the
                      Principal Executive Officer

31.2                  Certification for the Annual Report on Form 10-KSB by the
                      Principal Financial Officer

32.1                  Certification of Principal Executive Officer pursuant to
                      Section 906 of the Sarbanes-Oxley Act of 2002

32.2                  Certification of Principal Financial Officer pursuant to
                      Section 906 of the Sarbanes-Oxley Act of 2002

99                    Opinion of Deloitte & Touche

*                     Incorporated by reference to Registrant's Form 8-K, filed
                      on March 31, 2003.

**                    Incorporated by reference to Registrant's Form 10-KSB,
                      filed April 2, 2001.

***                   Incorporated by reference to Registrant's Form 8-K, filed
                      on June 10, 2003.

****                  Incorporated by reference to Registrant's Amendment No. 4
                      to the Registration Statement on Form SB-2, File No.
                      333-48269 filed on June 22, 1998.
</TABLE>


                                       23

<PAGE>

<TABLE>
<S>                   <C>
*****                 Incorporated by reference to Registrant's Amendment No. 2
                      to the Registration Statement on Form SB-2, File No.
                      333-48269 filed on June 8, 1998.

******                Incorporated by reference to Registrant's Form 10-QSB,
                      filed November 2002.

*******               Incorporated by reference to Registrant's Form 10-KSB,
                      filed March 30, 2004.

********              Incorporated by reference to Registrant's Form 8-K, filed
                      on September 1, 2004.

*********             Incorporated by reference to Registrant's Form 8-K, filed
                      on February 10, 2005.

**********            Incorporated by reference to Registrant's Form 10-QSB,
                      filed August 16, 2004.

***********           Incorporated by reference to Registrant's Form 8-K, filed
                      on January 5, 2005.

************          Incorporated by reference to Registrant's Form 8-K, filed
                      on October 4, 2004.

*************         Incorporated by reference to Registrant's Form 8-K, filed
                      on September 7, 2004.

**************        Incorporated by reference to Registrant's Proxy Statement,
                      filed on April 8, 2004.
</TABLE>

(1)  Management Compensatory Plan or Arrangement

(2)  Management Employment Contract


                                       24

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     This information is omitted from this report pursuant to General
     Instruction E. (3) of Form 10-KSB as the Company intends to file with the
     Commission its definitive Proxy Statement for the Annual Meeting of
     Shareholders pursuant to Regulation 14A of the Securities Exchange Act of
     1934, as amended, not later than 120 days after December 31, 2004.


                                       25

<PAGE>

SIGNATURES

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

                         Blue River Bancshares, Inc.
                         (Registrant)


Date: March 31, 2005     /s/ Russell Breeden, III
                         -------------------------------------
                         Russell Breeden, III
                         Chairman of the Board
                         Chief Executive Officer, & President
                         (Principal 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.


Date: March 31, 2005     /s/ Patrice M. Lima
                         -------------------------------------
                         Patrice M. Lima
                         Vice President & Controller
                         (Principal Financial Officer)
                         (Principal Accounting Officer)


Date: March 31, 2005     /s/ Steven R. Abel
                         -------------------------------------
                         Steven R. Abel,
                         Vice Chairman of the Board


Date: March 31, 2005     /s/ Randy J. Collier
                         -------------------------------------
                         Randy J. Collier
                         Executive Vice President,
                         Secretary


Date: March 31, 2005     /s/ Wayne C. Ramsey
                         -------------------------------------
                         Wayne C. Ramsey, Director


Date: March 31, 2005     /s/ Wendell L. Bernard
                         -------------------------------------
                         Wendell L. Bernard, Director


Date: March 31, 2005     /s/ Peter G. DePrez
                         -------------------------------------
                         Peter G. DePrez, Director


Date: March 31, 2005
                         -------------------------------------
                         John Robert Owens, Director


Date: March 31, 2005     /s/ Robert J. Salyers
                         -------------------------------------
                         Robert J. Salyers, Director


                                       26

<PAGE>

EXHIBIT INDEX

(a) The following Exhibits are being filed as part of this 10-KSB:

<TABLE>
<S>                   <C>
2.01********          Agreement of Affiliation and Merger, dated August 31,
                      2004, by and among Blue River Bancshares, Inc., Shelby
                      County Bank, Heartland Bancshares, Inc. and Heartland
                      Community Bank

2.02*************     Stock Option Agreement, dated August 31, 2004, by and
                      between Blue River Bancshares, Inc. and Heartland
                      Bancshares, Inc.

2.03*************     Stock Option Agreement, dated August 31, 2004, by and
                      between Heartland Bancshares, Inc. and Blue River
                      Bancshares, Inc.

2.04*********         Termination Agreement, dated February 10, 2005, by and
                      among Blue River Bancshares, Inc., Shelby County Bank,
                      Heartland Bancshares, Inc. and Heartland Community Bank

3(i)(a)****           Articles of Incorporation

3(i)(b)**********     Amendment to Articles of Incorporation, adopted May 13,
                      2004

3(ii)******           Amended and Restated By-Laws

10.01*****            Registrant's Amended and Restated 1997 Directors' Stock
                      Option Plan (1)

10.02*****            Registrant's Amended and Restated 1997 Key Employees'
                      Stock Option Plan (1)

10.03**               Registrant's 2000 Directors' Stock Option Plan (1)

10.04**               Registrant's 2000 Key Employees' Stock Option Plan (1)

10.05**               Registrant's 2000 Employee Stock Purchase Plan (1)

10.06**               Registrant's First Amendment of 2000 Key Employees' Stock
                      Option Plan (1)

10.07*                Registrant's 2002 Key Employees' Stock Option Plan (1)

10.08**************   Registrant's 2004 Stock Option Plan

10.09*                Registrant's Change in Control Agreement with Randy J.
                      Collier (2)

10.10***              Stock Purchase Agreement between Registrant and Paramount
                      Bank

10.11*******          Depository Agreement

10.12*******          Credit Agreement with Union Federal Bank

10.13***********      First Amendment to Credit Agreement with Union Federal
                      Bank

10.14*******          Collateral Pledge Agreement with Union Federal Bank

10.15************     Severance Agreement and Release, dated October 4, 2004, by
                      and between Blue River Bancshares, Inc. and Lawrence T.
                      Toombs

13                    The Annual Report to Shareholders of the Registrant for
                      the year ended December 31, 2004 (Except for the pages and
                      information thereof expressly incorporated by reference in
                      this Form 10-KSB, the Annual Report to Shareholders is
                      provided solely for the information of the Securities and
                      Exchange Commission and is not deemed "filed" as part of
                      this Form 10-KSB).

21                    Subsidiaries of the Registrant

31.1                  Certification for the Annual Report on Form 10-KSB by the
                      Principal Executive Officer

31.2                  Certification for the Annual Report on Form 10-KSB by the
                      Principal Financial Officer

32.1                  Certification of Principal Executive Officer pursuant to
                      Section 906 of the Sarbanes-Oxley Act of 2002

32.2                  Certification of Principal Financial Officer pursuant to
                      Section 906 of the Sarbanes-Oxley Act of 2002

99                    Opinion of Deloitte & Touche

*                     Incorporated by reference to Registrant's Form 8-K, filed
                      on March 31, 2003.

**                    Incorporated by reference to Registrant's Form 10-KSB,
                      filed April 2, 2001.

***                   Incorporated by reference to Registrant's Form 8-K, filed
                      on June 10, 2003.

****                  Incorporated by reference to Registrant's Amendment No. 4
                      to the Registration Statement on Form SB-2, File No.
                      333-48269 filed on June 22, 1998.
</TABLE>


                                       27

<PAGE>

<TABLE>
<S>                   <C>
*****                 Incorporated by reference to Registrant's Amendment No. 2
                      to the Registration Statement on Form SB-2, File No.
                      333-48269 filed on June 8, 1998.

******                Incorporated by reference to Registrant's Form 10-QSB,
                      filed November 2002.

*******               Incorporated by reference to Registrant's Form 10-KSB,
                      filed March 30, 2004.

********              Incorporated by reference to Registrant's Form 8-K, filed
                      on September 1, 2004.

*********             Incorporated by reference to Registrant's Form 8-K, filed
                      on February 10, 2005.

**********            Incorporated by reference to Registrant's Form 10-QSB,
                      filed August 16, 2004.

***********           Incorporated by reference to Registrant's Form 8-K, filed
                      on January 5, 2005.

************          Incorporated by reference to Registrant's Form 8-K, filed
                      on October 4, 2004.

*************         Incorporated by reference to Registrant's Form 8-K, filed
                      on September 7, 2004.

**************        Incorporated by reference to Registrant's Proxy Statement,
                      filed on April 8, 2004.
</TABLE>

(1)  Management Compensatory Plan or Arrangement

(2)  Management Employment Contract


                                       28