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                                                                   EXHIBIT 10.03

                      SECOND AMENDMENT TO CREDIT AGREEMENT

      This second amendment (this "Amendment") dated as of March 30, 2005 is to
the Credit Agreement dated as of November 19, 2003, as amended by that certain
First Amendment to Credit Agreement dated as of December 30, 2004 (the "Credit
Agreement") between Blue River Bancshares, Inc., an Indiana corporation (the
"Borrower") and Union Federal Bank of Indianapolis (the "Lender"). Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein
as defined therein.

      WHEREAS, the parties hereto have entered into the Credit Agreement
pursuant to which Lender made a Term Loan to the Borrower; and

      WHEREAS, the parties hereto desire to amend the Credit Agreement as
provided hereby;

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

      SECTION 1. AMENDMENTS. Effective on the date of the effectiveness of this
Amendment pursuant to Section 3 below, the Credit Agreement shall be amended as
set forth in this Section 1.

            1.1. Amendments to Definitions. The definition of "UBC" in Section
1.01(eee) is amended in its entirety to read as follows:

      (bbb) the term "UBC" means Paramount Bank, f/k/a Unified Banking Company,
a federal savings bank.

            1.2. Amendments to Section 7.01. Section 7.01(f) of the Credit
Agreement is amended in its entirety to read as follows:

      (f)   Cause UBC to maintain a Non-Performing Loan Ratio as of each fiscal
            quarter end of not more than (i) twenty percent (20%) through and
            including December 31, 2005, (ii) fifteen percent (15%) from March
            31, 2006 through and including December 31, 2006, and (iii) ten
            percent (10%) at March 31, 2007 and thereafter.

      SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the Lender
to enter into this Amendment, the Borrower represents and warrants to the Lender
(a) as to the matters set forth in Section 4.02 of the Credit Agreement, as if
the representations and warranties set forth therein were made on the date
hereof, (b) that the execution and delivery by the Borrower of this Amendment,
and the performance by the Borrower of its obligations under the Credit
Agreement as amended by this Amendment (the "Amended Credit Agreement"), (i) are
within the powers of the Borrower, (ii) have been duly authorized by proper
organizational actions and proceedings, and such approvals have not been
rescinded and no other actions or proceedings on the part of the Borrower are
necessary to consummate such transaction, (iii) do not and will not require any
registration with, consent or approval of, or notice to, or other action

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to, with or by any Governmental Authority, or if not made, obtained or given
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect and (iv) do not and will not conflict with any
applicable laws or contracts or agreements to which the Borrower is a party,
except such that could not reasonably be expected to have a Material Adverse
Effect, or with the articles of incorporation and by-laws of the Borrower, and
(c) that the Amended Credit Agreement is the legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its terms
(except as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, or similar laws affecting the enforcement of creditors' rights
generally).

      SECTION 3. EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective on the date when the Lender shall have received the
following, all in a form satisfactory to Lender:

            3.1. Amendment. Counterparts of this Amendment signed by the
Borrower and the Lender.

            3.2. Corporate Documents. A certificate of the Secretary or an
Assistant Secretary of the Borrower as to (a) corporate action of such entity
authorizing the execution and delivery of this Amendment and the other documents
contemplated hereby to which such entity is a party, (b) the incumbency and
signatures of the officers of such entity which are to sign the documents
referenced in clause (a) above, and (c) a certificate of existence certificate
issued by the Indiana Secretary of State with respect to the Borrower.

            3.3. Other Documents. Such other documents as the Lender shall
reasonably request.

      SECTION 4. MISCELLANEOUS.

            4.1. Continuing Effectiveness, etc. The Amended Credit Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects. After the effectiveness hereof, all references in the Credit
Agreement and each other Loan Document to the "Credit Agreement" or similar
terms shall refer to the Amended Credit Agreement.

            4.2. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.

            4.3. Expenses. The Borrower agrees to pay the reasonable costs and
expenses of the Lender (including reasonable attorneys' fees and charges) in
connection with the negotiation, preparation, execution and delivery of this
Amendment and the other documents contemplated hereby.

            4.4. Governing Law. This Amendment shall be a contract made under
and governed by the internal laws of the State of Indiana.

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            4.5. Successors and Assigns. This Amendment shall be binding upon
the Borrower, the Lender and their respective successors and assigns, and shall
inure to the benefit of the Borrower, the Lender and their respective successors
and assigns, as permitted by the provisions of the Amended Credit Agreement.

                      [signature pages immediately follow]

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      Executed and delivered as of the day and year first above written.

                            BLUE RIVER BANCSHARES, INC.
                            as the Borrower

                            By: /s/ Russell Breeden, III
                                ------------------------
                            Name: Russell Breeden, III
                            Title: Chairman, CEO

                            Address:       29 E. Washington Street
                                           Shelbyville, IN 46176

                            Attention:     Russell Breeden, III
                            Telephone No.: (317) 681-1233
                            Facsimile No.: (317) 392-6208

                            UNION FEDERAL BANK OF INDIANAPOLIS
                             as Lender

                            By: /s/ Bruce Hostetler
                                ------------------------
                            Name: Bruce Hostetler
                            Title: Vice President

                            Address:       45 N. Pennsylvania Street, Suite 600
                                           Indianapolis, IN 46204

                            Attention:     Bruce Hostetler
                            Telephone No.: (317) 761-7595
                            Facsimile No.: (317) 761-4024

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