<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, 2003.

  [ ] 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)

            Indiana                                    35-2016637
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or  organization)

                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 [ ]

<PAGE>

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, 2003:    $ 3,717,000

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, 2003 was $11,309,000.

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, 2004.

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, 2003): 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,
2003 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

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>               <C>                                                                               <C>
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..............      20
                  Business Issuer Purchases of Equity Securities
  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
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 and Reports on Form 8-K............................................       23
  Item 14 -       Principal Accountant Fees and Services.......................................      24
                  Signature Page...............................................................      25
                  Exhibits.....................................................................      26
</TABLE>

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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.
The Agreement provided for Community's assumption of certain deposit and other
liabilities and purchase of certain assets of two branch offices of the Bank.
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. Under the terms of the Agreement, Community acquired
the loans, personal property, fixed assets, cash, records, and real property
lease interests of the Branches. Also, Community assumed specific deposit and
certain other liabilities of the Branches. The Bank retained approximately $33
million of time deposits. The transaction involved the purchase of approximately
$31 million in assets and the assumption of approximately $11 million in
liabilities. The difference between the assets and liabilities was offset by a
cash payment from Community to the Bank of approximately $20 million. Community
retained all the employees of the First Community Bank branches.

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.

The financial statements of the Company as of December 31, 2003 are presented on
a consolidated basis, including the Company's two major subsidiaries, Shelby
County Bank and Unified Banking Company, (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.

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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 Unified Banking Company 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 has been
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
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.

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

                                        5
<PAGE>

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
five rounds of closure sampling. In each case the results have indicated stable
or decreasing trends. Thus, in the event of three more rounds of positive
closure sampling, the environmental consultant will be in a position to write a
closure report requesting the issuance of the Certificate of Completion and
Covenant Not to Sue.

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.

SERVICE CORPORATION SUBSIDIARY

Shelby County Bank wholly owns two subsidiaries. First Tier One Corporation, an
Indiana corporation, which 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. Unified Banking Company does not
own any subsidiaries.

                                        6
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EMPLOYEES

As of December 31, 2003, the Banks employed 54 persons on a full-time basis and
9 persons on a part-time basis. Of the 54 full time employees, the Company
employed 5 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 2001 Census, Shelby County Indiana's population is 43,580,
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 be the 32nd
among the 92 counties in population growth projected to 2020. Shelby County
businesses employed 23,210 full and part-time workers in 2001. The Shelby County
total payrolls are comprised of 96.1% from non-farm employment, with the most
prevalent segments being manufacturing, services, and retail. The unemployment
rate in Shelby County was 4.8% in December 2002, compared to a state average of
4.7%.

Total deposits held by Shelby County financial institutions were $472 million at
June 30, 2002, 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, 2003
were $4.12 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.

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

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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, 2003, 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. Unified Banking Company 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.

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 Board of Governors of the
Federal Reserve System (the "Federal Reserve"), the OTS, the Federal Deposit
Insurance Corporation (the "FDIC"), the Indiana Department of Financial
Institutions (the "Indiana DFI"), the Kentucky Department of Financial
Institutions (the

                                        8
<PAGE>

"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.

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

                                        9
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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 $33,000 for Shelby County Bank and $14,000 for Unified Banking
Company or an aggregate amount of $47,000.

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 Unified Banking Company 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, 2003, Shelby County
Bank's investment in stock of the FHLB of Indianapolis was $2,236,000 and
Unified Banking Company's investment in stock of the FHLB of Cincinnati was
$529,000. 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, 2003, dividends paid to Shelby County
Bank by the FHLB of Indianapolis totaled approximately $111,000 and to Unified
Banking Company by the FHLB of Cincinnati totaled approximately $5,000 or an
aggregate amount of $116,000 for an annual rate of 5.11%.

SAVINGS ASSOCIATION REGULATORY CAPITAL. Currently, savings associations are
subject to three separate minimum capital-to-assets requirements: (i) a leverage
limit, (ii) a tangible capital requirement, and (iii) a risk-based capital
requirement. The leverage limit requires that savings associations maintain
"core capital" of at least 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

                                       10
<PAGE>

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, 2003, 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, 2003:

<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                                     $   6,934     $  6,934      $    7,846
Required amount                                     1,648        3,296           5,828
                                                ---------     --------      ----------
Excess                                          $   5,286     $  3,638      $    2,018
                                                =========     ========      ==========
Bank ratio                                           6.31%        6.31%          10.77%
Required ratio                                       1.50%        3.00%           8.00%
                                                ---------     --------      ----------
Ratio excess                                         4.81%        3.31%           2.77%
                                                =========     ========      ==========
</TABLE>

The following is a summary of Unified Banking Company's regulatory capital and
capital requirements at December 31 2003.

<TABLE>
<CAPTION>
UNIFIED BANKING COMPANY                          TANGIBLE       CORE       RISK-BASED
FOR CAPITAL ADEQUACY PURPOSES                    CAPITAL      CAPITAL        CAPITAL
                                                      (DOLLARS IN THOUSANDS)
<S>                                             <C>           <C>          <C>
Bank amount                                     $   5,309     $  5,309     $    5,942
Required amount                                     1,233        2,466          4,582
                                                ---------     --------     ----------
Excess                                          $   4,076     $  2,843     $    1,360
                                                =========     ========     ==========
Bank ratio                                           6.46%        6.46%         10.37%
Required ratio                                       1.50%        3.00%          8.00%
                                                ---------     --------     ----------
Ratio excess                                         4.96%        3.46%          2.37%
                                                =========     ========     ==========
</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 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

                                       11
<PAGE>

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, 2003, 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, 2003, the Banks were in
compliance with their QTL requirements, with approximately 86.32% of the assets
of Shelby County Bank and 90.82% of the assets of Unified Banking Company
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.

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

                                       12
<PAGE>

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 FDIC assessment for Unified Banking Company for November and December
2003 was $6,000. The annual FDIC assessment for Shelby County Bank was $157,000
for 2003.

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, 2003, 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
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

                                       13
<PAGE>
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.

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

                                       14
<PAGE>

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 qualitative factors that will be
considered include the size of the bank, the nature and complexity of its
activities, the

                                       15
<PAGE>

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 United 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. 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.

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.

                                       16
<PAGE>
 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 materially differ from
those contained in the forward-looking statement. The discussion in the 2003
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 owns a
building adjacent to its principal office which was acquired in 1998 and which
has a current book value of $130,000. 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, Unified Banking Company, 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       $    995,242        15,000

Shelbyville Rampart Office
34 Rampart Street                                    1995       $    561,080         3,000

Morristown Office (leased property)
127 East Main Street                                 1995       $     24,118         1,800

St. Paul Office
105 County Line Road                                 1989       $     47,258         1,476

Lexington Kentucky Office                            1999       $    660,324         8,472
2424 Harrodsburg Road (leased property)
</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 June 26, 2001, Shelby County Bank filed a complaint against Bruce H. Young in
the Hamilton Superior Court for collection of a promissory note and against
International Marine Drive, LLC on its guaranty of that note to foreclose its
security interest in collateral of International Marine Drive. On August 24,
2001, the defendant, Mr. Bruce H. Young filed a counterclaim against the Bank
seeking compensatory damages and other punitive damages for breach of contract,
fraud, constructive fraud, promissory estoppel and violations of the Corrupt
Business Influence Act. These claims are for an undisclosed amount. The
counterclaim arises out of certain alleged actions taken by the Bank and Robert
Reed in his capacity as former President and C.E.O. of the Bank. The
counterclaim alleges, in part, that the Bank committed to make certain loans to
International Marine Drive, LLC, which loans were never made. The Bank moved for
summary judgment against Mr. Young on the note. Mr. Young was granted five
months in which to conduct discovery and to prepare a response. Mr. Young
subsequently made an application to extend that period until May 12, 2002. In
January 2002 the Court denied the Bank's Motion to Strike Mr. Young's request
for a jury trial. The case was on the Court's jury calendar for January 2003. In
December 2002, the Bank entered into a mediation agreement to receive $375,000
from Mr. Young. A settlement agreement was signed on December 31, 2002 and the
matter was dismissed by the Court on both the complaint and also the
counter-claim in January, 2003. As of December 31, 2003, Shelby County Bank has
received all payments from Mr. Young pursuant to the settlement.

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 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 2, 2002, Shelby County Bank
obtained a judgment against Steven M. Fansler in regard to certain tracts 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 to his son
Andrew S. Fansler. On or about January 24, 2002, Andrew S. Fansler granted a
mortgage on the real estate 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 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.

                                       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 2003, the Company
                  satisfied all requirements for continued inclusion on, and was
                  traded on, NASDAQ.

                  As of March 24, 2004, there were 188 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>
                                                2003                   2002
                                       --------------------    --------------------
                                         HIGH        LOW         HIGH         LOW
<S>                                    <C>         <C>         <C>         <C>
First Quarter                          $   4.89    $   4.25    $   5.50    $   4.15

Second Quarter                             4.88        4.35        5.23        4.40

Third Quarter                              5.80        4.55        4.88        4.26

Fourth Quarter                             6.70        4.90        4.90        4.25
</TABLE>

                  The Company did not declare any dividend on its shares of
                  common stock during 2003 or 2002. 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 59 inclusive, of the Company's Annual Report
                  to Shareholders for the year ended December 31, 2003 are
                  incorporated herein by reference in regard to this item.

ITEM 7. FINANCIAL STATEMENTS

                  Pages 60 through 87 inclusive, of the Company's Annual Report
                  to Shareholders for the year ended December 31, 2003 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, our CEO and Controller concluded that,
subject to the limitations noted below, our Disclosure Controls are effective in
timely alerting them to material information required to be included in our
periodic SEC reports.

CHANGES IN INTERNAL CONTROLS

There have been no significant changes in our internal controls subsequent to
the date of their last evaluation.

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.

                                       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, 2003.

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, 2003.

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, 2003.

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, 2003.

                                       22
<PAGE>


ITEM 13. EXHIBITS, 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>
3(i)****                Articles of Incorporation
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
10.07*                  (1)
10.08*                  Registrant's 2002 Key Employees' Stock Option Plan (1)
                        Registrant's  Change in Control Agreement with Randy J. Collier (2)
10.09*                  Registrant's Employment Agreement with Lawrence T. Toombs
10.10***                Stock Purchase Agreement between Registrant and Unified Banking Company

10.11                   Depository Agreement
10.12                   Credit Agreement with Union Federal Bank
10.13                   Collateral Pledge Agreement with Union Federal Bank
13                      The Annual Report to Shareholders of the
                        Registrant for the year ended December 31, 2003
                        (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

*                       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.
*****                   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.
</TABLE>

(1)      Management Compensatory Plan or Arrangement

(2)      Management Employment Contract

(b) The Company furnished or filed the following reports on Form 8-K during the
    three months ended December 31, 2003:

Report filed on October 1, 2003 containing a press release dated September 30,
2003, announcing the Office of Thrift Supervision's lifting of the Company's and
Shelby County Bank's "troubled condition" designation.

Report filed on October 23, 2003, containing a press release announcing Blue
River's financial results for the third quarter 2003.

Report filed on November 12, 2003, containing a press release announcing Blue
River's closing of the exercise period and over-subscription of rights of the
$4.5 million rights offering.

                                       23
<PAGE>

Report filed on November 19, 2003, containing a press release announcing the
completion of the Company's acquisition of all the issued and outstanding common
stock of Unified Banking Company, Lexington, Kentucky.

Report filed on December 3, 2003, containing Item 2 information on the
acquisition of assets of Unified Banking Company. Item 7 information regarding
financial statements and pro forma financial information relating to the
acquisition, and the Company's Prospectus dated October 2, 2003 incorporated by
reference. Also incorporated by reference, the stock purchase agreement dated
June 8, 2003 by and between Blue River Bancshares, Inc. and Unified Financial
Services, Inc.

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, 2003.

                                       24
<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 30, 2004                          /s/ Lawrence T. Toombs
                                              --------------------------------
                                              Lawrence T. Toombs,
                                              President

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 30, 2004                          /s/ Patrice M. Lima
                                              --------------------------------
                                              Patrice M. Lima
                                              Vice President & Controller
                                              (Principal Financial Officer)
                                              (Principal Accounting Officer)

Date: March 30, 2004                          /s/ Steven R. Abel
                                              --------------------------------
                                              Steven R. Abel,
                                              Chairman of the Board

Date: March 30, 2004                          /s/ Russell Breeden, III
                                              --------------------------------
                                              Russell Breeden, III
                                              Chief Executive Officer and
                                              Director (Principal Executive
                                              Officer)

Date: March 30, 2004                          /s/ D. Warren Robison
                                              --------------------------------
                                              D. Warren Robison, Senior Vice
                                              President, Secretary and Director

Date: March 30, 2004                          /s/ Wayne C. Ramsey
                                              --------------------------------
                                              Wayne C. Ramsey, Director

Date: March 30, 2004                          /s/ Wendell L. Bernard
                                              --------------------------------
                                              Wendell L. Bernard, Director

Date: March 30, 2004                          /s/ Ralph W. Van Natta
                                              --------------------------------
                                              Ralph W. Van Natta, Director

Date: March 30, 2004                          /s/ Peter G. DePrez
                                              --------------------------------
                                              Peter G. DePrez, Director

Date: March 30, 2004                          /s/ Michael J. Vaught
                                              --------------------------------
                                              Michael J. Vaught, Director

                                       25
<PAGE>

EXHIBIT INDEX

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

<TABLE>
<S>                     <C>
3(i)****                Articles of Incorporation
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
10.07*                  (1)
10.08*                  Registrant's 2002 Key Employees' Stock Option Plan (1)
                        Registrant's  Change in Control Agreement with Randy J. Collier (2)
10.09*                  Registrant's Employment Agreement with Lawrence T. Toombs
10.10***                Stock Purchase Agreement between Registrant and Unified Banking Company

10.11                   Depository Agreement
10.12                   Credit Agreement with Union Federal Bank
10.13                   Collateral Pledge Agreement with Union Federal Bank
13                      The Annual Report to Shareholders of the
                        Registrant for the year ended December 31, 2003
                        (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

*                       Incorporated by reference to Registrant's Form 10-KSB, 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.
*****                   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.
</TABLE>

         (1)  Management Compensatory Plan or Arrangement

         (2)  Management Employment Contract

                                       26