AGREEMENT OF AFFILIATION AND MERGER

Agreement and Plan of Merger

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This Agreement and Plan of Merger involves

BLUE RIVER BANCSHARES, INC. | SHELBY COUNTY BANK | HEARTLAND BANCSHARES, INC. | HEARTLAND COMMUNITY BANK

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Title: AGREEMENT OF AFFILIATION AND MERGER
Governing Law: Indiana Date: 9/1/2004
Industry: SandLs/Savings Banks Law Firm: Krieg DeVault LLP; Ice Miller One American Square; Sector: Financial

AGREEMENT OF AFFILIATION AND MERGER, Parties: blue river bancshares inc. , shelby county bank , heartland bancshares inc. , heartland community bank

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EXHIBIT 2.1

AGREEMENT OF AFFILIATION AND MERGER

BY AND AMONG

BLUE RIVER BANCSHARES, INC.

AND

SHELBY COUNTY BANK

AND

HEARTLAND BANCSHARES, INC.

AND

HEARTLAND COMMUNITY BANK

AUGUST 31, 2004

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TABLE OF CONTENTS

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SECTION 1 THE MERGERS................................................................................... 2

1.01. The Company Merger................................................................. 2

1.02. The Bank Merger.................................................................... 4

1.03. Tax Free Reorganization............................................................ 4

SECTION 2 CONSIDERATION................................................................................. 4

2.01. Conversion of Heartland Common Stock............................................... 4

2.02. No Fractional Shares............................................................... 4

2.03. Distribution of Blue River Common Stock and Cash................................... 5

2.04. Treatment of Heartland Stock Options............................................... 6

SECTION 3 DISSENTING SHAREHOLDERS....................................................................... 7

SECTION 4 REPRESENTATIONS AND WARRANTIES OF HEARTLAND................................................... 8

4.01. Organization and Authority......................................................... 9

4.02. Authorization...................................................................... 9

4.03. Capitalization..................................................................... 11

4.04. Organizational Documents........................................................... 13

4.05. Compliance with Law................................................................ 13

4.06. Litigation and Pending Proceedings................................................. 13

4.07. Financial Statements and Reports................................................... 14

4.08. Properties, Contracts, and Agreements.............................................. 14

4.09. Absence of Undisclosed Liabilities................................................. 15

4.10. Title to Assets.................................................................... 16

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4.11. Employee Benefit Plans............................................................. 16

4.12. Labor Matters...................................................................... 18

4.13. Environmental Matters.............................................................. 18

4.14. Tax Matters........................................................................ 19

4.15. Risk Management.................................................................... 20

4.16. Books and Records.................................................................. 20

4.17. Loans.............................................................................. 20

4.18. Shareholder Rights Plan............................................................ 21

4.19. Deposit Insurance.................................................................. 21

4.20. Insurance.......................................................................... 21

4.21. Broker's, Finder's or Other Fees................................................... 21

4.22. Interim Events..................................................................... 21

4.23. Regulatory Filings................................................................. 22

4.24. Indemnification Agreements......................................................... 22

4.25. Shareholder Approval............................................................... 23

4.26. CRA Rating......................................................................... 23

4.27. Capital Requirements............................................................... 23

4.28. Accuracy of Statements Made and Materials Provided to Blue River................... 23

SECTION 5 REPRESENTATIONS AND WARRANTIES OF BLUE RIVER AND SHELBY COUNTY BANK........................... 24

5.01. Organization and Authority......................................................... 25

5.02. Authorization...................................................................... 25

5.03. Capitalization..................................................................... 27

5.04. Shares to be issued in the Company Merger.......................................... 29

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5.05. Organizational Documents........................................................... 29

5.06. Compliance with Law................................................................ 29

5.07. Litigation and Pending Proceedings................................................. 30

5.08. Financial Statements and Reports................................................... 30

5.09. Properties, Contracts, and Agreements.............................................. 31

5.10. Absence of Undisclosed Liabilities................................................. 32

5.11. Title to Assets.................................................................... 32

5.12. Employee Benefit Plans............................................................. 33

5.13. Labor Matters...................................................................... 35

5.14. Environmental Matters.............................................................. 35

5.15. Tax Matters........................................................................ 36

5.16. Risk Management.................................................................... 36

5.17. Books and Records.................................................................. 36

5.18. Loans.............................................................................. 36

5.19. Shareholder Rights Plan............................................................ 37

5.20. Deposit Insurance.................................................................. 37

5.21. Insurance.......................................................................... 37

5.22. Broker's, Finder's or Other Fees................................................... 38

5.23. Interim Events..................................................................... 38

5.24. Regulatory Filings................................................................. 38

5.25. Indemnification Agreements......................................................... 39

5.26. Shareholder Approval............................................................... 39

5.27. CRA Rating......................................................................... 39

5.28. Capital Requirements............................................................... 39

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5.29. Accuracy of Statements Made and Materials Provided to Heartland.................... 39

SECTION 6 COVENANTS OF HEARTLAND AND HEARTLAND BANK..................................................... 40

6.01. Shareholder Approval............................................................... 40

6.02. SEC Registration................................................................... 41

6.03. Other Approvals and Actions........................................................ 41

6.04. Conduct of Business................................................................ 42

6.05. Preservation of Business........................................................... 45

6.06. Other Negotiations................................................................. 45

6.07. Restrictions Regarding Affiliates.................................................. 46

6.08. Press Releases..................................................................... 46

6.09. Disclosure Schedule Update......................................................... 46

6.10. Information, Access Thereto, Confidentiality....................................... 47

6.11. Subsequent Heartland Financial Statements.......................................... 48

6.12. Employee Benefits.................................................................. 48

6.13. Redemption of Rights............................................................... 48

6.14. Reports............................................................................ 49

6.15. Indemnification.................................................................... 49

6.16. Adverse Actions.................................................................... 50

SECTION 7 COVENANTS OF BLUE RIVER AND SHELBY COUNTY BANK................................................ 50

7.01. Shareholder Approval............................................................... 51

7.02. SEC Registration................................................................... 51

7.03. Other Approvals and Actions........................................................ 52

7.04. Conduct of Business................................................................ 53

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7.05. Preservation of Business........................................................... 56

7.06. Other Negotiations................................................................. 56

7.07. Press Releases..................................................................... 57

7.08. Blue River Disclosure Schedule Update.............................................. 57

7.09. Information, Access Thereto, Confidentiality....................................... 57

7.10. Subsequent Blue River Financial Statements......................................... 59

7.11. Employee Benefits.................................................................. 59

7.12. Reports............................................................................ 59

7.13. Indemnification.................................................................... 60

7.14. Adverse Actions.................................................................... 61

7.15. By-Law Amendments; Directors; Officers; Resignations............................... 61

SECTION 8 CONDITIONS PRECEDENT TO THE MERGERS........................................................... 61

8.01. Blue River......................................................................... 61

8.02. Heartland.......................................................................... 63

SECTION 9 TERMINATION OF MERGERS........................................................................ 66

9.01. Manner of Termination.............................................................. 66

9.02. Effect of Termination.............................................................. 68

SECTION 10 CLOSING...................................................................................... 68

10.01. Closing Date and Place............................................................. 68

10.02. Deliveries......................................................................... 68

SECTION 11 MISCELLANEOUS................................................................................ 69

11.01. Non-survival of Representations, Warranties and Agreements......................... 69

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11.02. Binding Effect; Assignment......................................................... 69

11.03. Waiver; Amendment.................................................................. 69

11.04. Notices............................................................................ 70

11.05. Headings........................................................................... 71

11.06. Severability....................................................................... 71

11.07. Counterparts....................................................................... 71

11.08. Governing Law; Enforcement; Specific Performance; Jury Trial....................... 71

11.09. Entire Agreement................................................................... 71

11.10. Expenses........................................................................... 72

11.11. Certain References................................................................. 72

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AGREEMENT OF AFFILIATION AND MERGER

THIS AGREEMENT OF AFFILIATION AND MERGER (the "Agreement") is made and

entered into, effective as of the 31st day of August, 2004, by and among Blue

River Bancshares, Inc. ("Blue River"), Shelby County Bank, Heartland Bancshares,

Inc. ("Heartland") and Heartland Community Bank ("Heartland Bank").

WITNESSETH:

WHEREAS, Blue River is an Indiana corporation registered as a savings and

loan holding company under the Home Owners Loan Act, as amended ("HOLA"), with

its principal office located in Shelbyville, Shelby County, Indiana; and

WHEREAS, Blue River is the sole owner, directly or indirectly, of all of

the outstanding capital stock of Shelby County Bank and Unified Banking Company

("Unified") (collectively, the "Blue River Subsidiaries"); and

WHEREAS, Heartland is an Indiana corporation registered as a bank holding

company under the Bank Holding Company Act of 1956, as amended (the "BHC Act")

with its principal office located in Franklin, Johnson County, Indiana; and

WHEREAS, Heartland is the sole owner, directly or indirectly, of all of

the outstanding capital stock of Heartland Bank; and

WHEREAS, Blue River and Heartland seek to affiliate through a corporate

reorganization whereby Heartland will merge with and into Blue River, with Blue

River surviving the merger and continuing under the changed name "Heartland

Bancshares, Inc.";

WHEREAS, immediately following the merger of Heartland into Blue River,

Shelby County Bank will merge with and into Heartland Bank, with Heartland Bank

surviving the merger and continuing under the name "Heartland Community Bank";

WHEREAS, concurrently with the execution and delivery of this Agreement,

(i) as a condition and inducement to Blue River's willingness to enter into this

Agreement and the Blue River Stock Option Agreement referred to below, Blue

River and Heartland are entering into a Stock Option Agreement dated as of the

date hereof in the form of Exhibit A (the "Heartland Stock Option Agreement")

pursuant to which Heartland is granting to Blue River an option to purchase

shares of Common Stock, no par value, of Heartland (the "Heartland Common

Stock"); and (ii) as a condition and inducement to Heartland's willingness to

enter into this Agreement and the Heartland Stock Option Agreement, Heartland

and Blue River are entering into a Stock Option Agreement dated as of the date

hereof in the form of Exhibit B (the "Blue River Stock Option Agreement"; and

collectively with the Heartland Stock Option Agreement, the "Option

Agreements"), pursuant to which Blue River is granting to Heartland an option to

purchase

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shares of Common Stock, no par value per share, of Blue River (the "Blue River

Common Stock");

WHEREAS, Blue River, Shelby County Bank, Heartland and Heartland Bank

intend for the Mergers (as defined herein) to qualify as reorganizations within

the meaning of Section 368 and related sections of the Internal Revenue Code of

1986, as amended (the "Code"), and agree to cooperate and take such actions as

may be reasonably necessary to assure such result; and

WHEREAS, the respective Boards of Directors of each of Blue River, Shelby

County Bank, Heartland and Heartland Bank have determined that it is in the best

interests of their respective corporations or banks to consummate the business

combinations and other transactions contemplated by this Agreement and that such

transactions are consistent with, and in furtherance of, their respective

business strategies and goals, and have approved this Agreement, authorized its

execution and designated this Agreement a plan of merger.

NOW, THEREFORE, in consideration of the foregoing premises, the

representations, warranties, covenants and agreements herein contained and in

the Option Agreements and other good and valuable consideration, the sufficiency

of which is hereby acknowledged, the parties hereby make this Agreement and

prescribe the terms and conditions of the merger of Heartland with and into Blue

River and Shelby County Bank with and into Heartland Bank and the mode of

carrying such Mergers into effect as follows:

SECTION 1

THE MERGERS

1.01. The Company Merger.

(a) General Description. Upon the terms and subject to the conditions of

this Agreement, at the Effective Time (as defined in Section 1.01(b) hereof),

Heartland shall merge with and into Blue River (the "Company Merger") pursuant

to the provisions of the Indiana Business Corporation Law ("IBCL"). The Company

Merger is subject to the Bank Merger (as defined in Section 1.02 hereof)

occurring immediately after the Company Merger, and if the Bank Merger will not

close immediately thereafter, the Company Merger shall not occur. Blue River

(sometimes hereinafter referred to as the "Surviving Corporation") shall survive

the Company Merger and shall continue its corporate existence under the laws of

the State of Indiana pursuant to the provisions of and with the effect provided

in the IBCL.

(b) Effective Time. Upon the terms and subject to the conditions

specified in this Agreement, unless otherwise mutually agreed to by the parties

hereto, the parties shall cause the Company Merger to become effective at 5:00

p.m. on the last business day of the month (the "Effective Time") during which

each of the following has been satisfied: (a) the fulfillment of all conditions

precedent to the Mergers set forth in Section 8 of this Agreement (other than

conditions relating solely to the delivery of documents dated as of the Closing

Date, and conditions that may be waived pursuant to applicable law and have been

waived by the party entitled to the benefits thereof), and (b) the expiration of

all waiting periods, if any, in connection

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with any regulatory application filed for the approval of the Transaction. The

closing of the Mergers shall take place at the law offices of Krieg DeVault LLP,

One Indiana Square, Suite 2800, Indianapolis, Indiana 46204 at 11:00 a.m., local

time, on the date that the Effective Time occurs (the "Closing Date"), or on

such other date and/or at such other place and time as the parties may agree.

Bancshares, Inc." Its principal office shall be located at 20 N. Meridian

Street, Suite 800A, Indianapolis, Marion County, Indiana.

(d) Executive Officers. As of the Effective Time, the following named

persons will be elected to serve as the executive officers of the Surviving

Corporation, holding the offices listed next to their names, until the next

annual meeting of the Board of Directors, and until their successor or

successors are elected and qualified or until their earlier resignation, death,

or removal from office:

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NAME OFFICE

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Russell Breeden, III Chairman and Chief Executive Officer

Jeffery D. Joyce Chief Financial Officer

Randy J. Collier Executive Vice President, Secretary

and Chief Credit Officer

Steven L. Bechman Executive Vice President

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(e) Directors. As of the Effective Time, the Board of Directors of the

Surviving Corporation shall be comprised of nine persons and the following named

individuals will be elected as directors of the Corporation in the Class and for

the term set forth next to their names, to serve until their successors are duly

elected and qualified or until their earlier resignation, death or removal from

office:

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NAME CLASS TERM EXPIRING

---- ----- -------------

Russell Breeden, III (Chairman) I 2006

John Norton I 2006

Patrick A. Sherman I 2006

Steven R. Abel II 2007

Gordon Dunn II 2007

Steven L. Bechman II 2007

Wayne C. Ramsey III 2008

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John R. Owens III 2008

Michael Jarvis III 2008

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(f) Articles of Incorporation and By-Laws. The Articles of Incorporation

of the Surviving Corporation shall be amended and restated in their entirety as

set forth on Exhibit C hereto at the Effective Time and shall remain the

Articles of Incorporation of the Surviving Corporation until such Articles of

Incorporation shall be further amended in accordance with applicable law. The

By-Laws of Blue River shall be amended by action of the Board of Directors of

Blue River, in accordance with Section 7.15(a) of this Agreement, effective the

Effective Time, and such amended By-Laws shall constitute the Bylaws of the

Surviving Corporation following the Effective Time until such By-Laws shall be

further amended in accordance with applicable law.

(g) Effect of the Company Merger. The Merger shall have the effects

specified by the IBCL.

1.02. The Bank Merger. Shelby County Bank and Heartland Bank agree to take

all action necessary and appropriate, including entering into a plan of merger

(the "Bank Merger Agreement") substantially in the form attached hereto as

Exhibit D, to cause Shelby County Bank to merge with and into Heartland Bank

(the "Bank Merger") in accordance with the applicable laws and regulations as

soon as practicable after the consummation of the Company Merger.

1.03. Tax Free Reorganization. Blue River, Shelby County Bank, Heartland

and Heartland Bank intend for the Mergers to qualify as a reorganization within

the meaning of Section 368 and related sections of the Code, and agree to

cooperate and to take such actions as may be reasonably necessary to assure such

result.

SECTION 2

CONSIDERATION

2.01. Conversion of Heartland Common Stock. Subject to Section 2.03 and

Section 3, and upon and by virtue of the Company Merger becoming effective at

the Effective Time, each share of Heartland Common Stock that is issued and

outstanding at the Effective Time (including the accompanying preferred share

purchase right, which shall be deemed redeemed in exchange for the consideration

issuable to holders of Heartland Common Stock under this Agreement and thereby

cancelled and extinguished as of the Effective Time) shall be converted by

operation of law and without any act on the part of the holder thereof into 2.54

shares of Blue River Common Stock ("Exchange Ratio").

2.02. No Fractional Shares. Certificates for fractional shares of Blue

River Common Stock shall not be issued for fractional interests resulting from

application of the Exchange Ratio. Each shareholder of Heartland who would

otherwise have been entitled to a fraction of a share of Blue River Common Stock

shall be paid in cash following the Effective Time an amount

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equal to such fraction multiplied by the average of the average of the highest

closing bid price per share and the lowest closing asked price per share, as

reported by NASDAQ with respect to Blue River Common Stock, during the period of

five trading days ended immediately preceding the Closing Date.

2.03. Distribution of Blue River Common Stock and Cash.

(a) Immediately following the Effective Time, the Surviving Corporation

shall mail to each Heartland shareholder of record at the Effective Time a

letter of transmittal providing instructions as to the transmittal to the

Surviving Corporation of certificates formerly representing shares of Heartland

Common Stock and the issuance of certificates for the shares of Blue River

Common Stock that were issued in exchange therefor pursuant to the terms of this

Agreement.

(b) Following the Effective Time, distribution of stock certificates

representing shares of Blue River Common Stock and any cash payment, without

interest, for fractional shares, if any, shall be made by Blue River to each

former shareholder of Heartland as soon as practical following delivery to Blue

River of the shareholder's certificate(s) representing its shares of Heartland

Common Stock accompanied by a properly completed and executed letter of

transmittal, all in form and substance reasonably satisfactory to Blue River.

representing shares of Heartland Common Stock shall be deemed to evidence

ownership of Blue River Common Stock for all corporate purposes. No dividends or

other distributions otherwise payable to holders of Blue River Common Stock of

record as of any time after the Effective Time shall be paid to any former

Heartland shareholder entitled to receive the same until such shareholder has

surrendered to Blue River his or her certificate or certificates formerly

representing Heartland Common Stock. Upon the surrender of certificates formerly

representing shares of Heartland Common Stock, the Surviving Corporation shall

pay in cash to the record holder of the new certificate or certificates

evidencing shares of Blue River Common Stock the amount (if any) of all such

dividends and other distributions, without interest thereon, that had been

withheld with respect to such shares of Blue River Common Stock.

(d) Blue River shall be entitled to rely upon the stock transfer books

of Heartland to establish the persons entitled to receive shares of Blue River

Common Stock pursuant to this Agreement, which books shall be conclusive with

respect to the ownership of shares of Heartland Common Stock.

(e) With respect to any certificate formerly representing shares of

Heartland Common Stock which has been lost, stolen or destroyed, Blue River

shall be authorized to withhold delivery of certificates for Blue River common

stock (and payment of cash as to fractional shares) to the registered owner of

such certificate pending receipt by Blue River of an affidavit of lost, stolen

or destroyed stock certificate together with an indemnity bond, both in form and

substance reasonably satisfactory to Blue River, and upon compliance by the

former Heartland

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shareholder with all other reasonable requirements of Blue River in connection

with lost, stolen or destroyed stock certificates.

2.04. Treatment of Heartland Stock Options.

(a) At the Effective Time, all stock options granted by Heartland under

its three stock option plans identified in its Annual Report on Form 10-KSB for

its fiscal year ended December 31, 2003 (the "Heartland Stock Option Plans")

that are then outstanding, regardless of whether they are then exercisable (the

"Heartland Stock Options") shall cease to represent a right to acquire shares of

Heartland Common Stock and shall be converted automatically into an option to

purchase shares of Blue River Common Stock, and Blue River shall assume the

obligations of Heartland under the Heartland Stock Options, in accordance with

the terms of the Heartland Stock Option Plans and the stock option or other

agreements by which they are evidenced, except that from and after the Effective

Time, (i) Blue River and the Compensation Committee of its Board of Directors

shall be substituted for Heartland and the committee of the Board of Directors

of Heartland (including, if applicable, the entire Board of Directors of

Heartland) administering such Heartland Stock Option Plan, (ii) the Heartland

Stock Options may be exercised solely for shares of Blue River Common Stock,

(iii) the number of shares of Blue River Common Stock subject to such Heartland

Stock Options shall be equal to the number of shares of Heartland Common Stock

subject to such Heartland Stock Options immediately prior to the Effective Time

multiplied by the Exchange Ratio, provided that any fractional shares of Blue

River Common Stock resulting from such multiplication shall be rounded to the

nearest whole share, and (iv) the per share exercise price under such Heartland

Stock Options shall be adjusted by dividing the per share exercise price under

the Heartland Stock Options in effect immediately prior to the Effective Time by

the Exchange Ratio, provided that such exercise price shall be rounded to the

nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence,

each Heartland Stock Options which is an "incentive stock option" shall be

adjusted as required by Section 424 of the Code, and the regulations promulgated

thereunder, so as not to constitute a modification, extension or renewal of the

option within the meaning of Section 424(h) of the Code but with the smallest

modification to the economic values that otherwise would be achieved by the

option holder. Blue River and Heartland agree to take all necessary steps to

effect the foregoing provisions of this Section 2.04.

(b) The Surviving Corporation shall take all corporate action necessary

to reserve for issuance a sufficient number of shares of Blue River Common Stock

for delivery upon exercise of Heartland Stock Options assumed by it in

accordance with this Section 2.04. As soon as practicable after the Effective

Time, the Surviving Corporation shall file a registration statement on Form S-8

(or any successor or other appropriate forms), with the Securities and Exchange

Commission (the "SEC") under the Securities Act of 1933, as amended (the

"Securities Act") with respect to the shares of Blue River Common Stock subject

to such Heartland Stock Options and shall use its reasonable efforts to maintain

the effectiveness of such registration statement or registration statements (and

maintain the current status of the prospectus or prospectuses contained therein)

for so long as such Heartland Stock Options remain outstanding. With respect to

those individuals who subsequent to the Company Merger will be subject to the

reporting requirements under Section 16(a) of the Securities Exchange Act of

1934, as amended (the

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"Exchange Act"), where applicable, with respect to Blue River Common Stock, the

Surviving Corporation shall administer the Heartland Stock Option Plans assumed

pursuant to this Section 2.04 in a manner that complies with Rule 16b-3

promulgated under the Exchange Act.

Information (as defined below) reasonably in advance of the Effective Time, the

Board of Directors of Blue River, or a committee of Non-Employee Directors

thereof (as such term is defined for purposes of Rule 16b-3(d) under the

Exchange Act), shall reasonably promptly thereafter and in any event prior to

the Effective Time adopt a resolution providing that the receipt by the

Heartland Insiders (as defined below) of Blue River Common Stock in exchange for

shares of Heartland Common Stock, and of options to purchase Blue River Common

Stock upon conversion of Heartland Stock Options, in each case pursuant to the

transactions contemplated hereby and to the extent such securities are listed in

the Section 16 Information provided by Heartland to Blue River prior to the

Effective Time, are intended to be exempt from liability pursuant to Section

16(b) under the Exchange Act such that any such receipt shall be so exempt.

"Section 16 Information" shall mean information accurate in all material

respects regarding the Heartland Insiders, the number of shares of Heartland

Common Stock held by each such Heartland Insider and the number and description

of the Heartland Stock Options held by each such Heartland Insider. "Heartland

Insiders" shall mean those executive officers and directors of Heartland who are

identified as such by Heartland's Annual Report on Form 10-KSB for the year

ended December 31, 2003, and any other persons who may be identified from time

to time prior to the Effective Time to Blue River by Heartland.

SECTION 3

DISSENTING SHAREHOLDERS

If any holders of Heartland Common Stock notify Heartland, before the vote

is taken of Heartland's shareholders on the question of approval of the Company

Merger, of their intent to demand payment for their shares of Heartland Common

Stock if the Company Merger is effectuated and do not vote in favor of the

Company Merger ("Heartland Dissenting Shareholders"), then any issued and

outstanding shares of Heartland Common Stock held by such Heartland Dissenting

Shareholders shall not be converted as described in Section 2 at the Effective

Time but shall from and after the Effective Time represent only the right to

receive such consideration as may be determined to be due to such Heartland

Dissenting Shareholders pursuant to the IBCL; provided, however, that each share

of Heartland Common Stock outstanding immediately prior to the Effective Time

and held by a Heartland Dissenting Shareholder who does not, after the Effective

Time, timely take all additional actions required by IC 23-1-44-13 in order to

be eligible to demand payment with respect to such holder's Heartland Common

Stock shall, as of the date of such failure to have taken such actions on a

timely basis, be deemed to have voted in favor of the Company Merger and

accordingly no longer to be a Heartland Dissenting Shareholder.

If any holders of Blue River Common Stock notify Blue River, before the

vote is taken of Blue River's shareholders on the question of approval of the

Company Merger, of their intent to

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demand payment for their shares of Blue River Common Stock if the Company Merger

is effectuated and do not vote in favor of the Company Merger ("Blue River

Dissenting Shareholders"), then any issued and outstanding shares of Blue River

Common Stock held by such Blue River Dissenting Shareholders shall from and

after the Effective Time represent only the right to receive such consideration

as may be determined to be due to such Blue River Dissenting Shareholders

pursuant to the IBCL; provided, however, that each share of Blue River Blue

River Common Stock outstanding immediately prior to the Effective Time and held

by a Blue River Dissenting Shareholder who does not, after the Effective Time,

timely take all additional actions required by IC 23-1-44-13 in order to be

eligible to demand payment with respect to such holder's Blue River Common Stock

shall, as of the date of such failure to have taken such actions on a timely

basis, be deemed to have voted in favor of the Company Merger and accordingly no

longer to be a Blue River Dissenting Shareholder.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF HEARTLAND

In connection with the execution of this Agreement, Heartland has

delivered to Blue River a schedule (the "Disclosure Schedule") setting forth,

among other things, items the disclosure of which is necessary or appropriate

either in response to an express disclosure requirement contained in a provision

hereof or as an exception to one or more representations or warranties contained

in this Section 4 or to one or more of its covenants contained in Section 6;

provided, that the mere inclusion of an item in the Disclosure Schedule as an

exception to a representation or warranty shall not be deemed an admission by

Heartland that such item represents a material exception of fact, event or

circumstance or that such item is reasonably likely to result in a Material

Adverse Effect as to Heartland (as defined below).

For the purpose of this Agreement, and in relation to Heartland and

Heartland Bank, a "Material Adverse Effect" means any effect that (i) is

material and adverse to the financial position, properties, assets, liabilities,

results of operations, liquidity, or business and future prospects of Heartland

and Heartland Bank, as a consolidated whole, as they existed as of the date of

this Agreement, or (ii) would materially impair the ability of Heartland or

Heartland Bank to perform its obligations under this Agreement or under any the

Heartland Option Agreement or otherwise materially threaten or materially impede

the consummation of the Mergers and the other transactions contemplated by this

Agreement; provided however, that Material Adverse Effect shall not be deemed to

include the impact of (a) changes in banking and similar laws of general

applicability or interpretations thereof by courts or governmental authorities,

(b) changes in generally accepted accounting principles ("GAAP") or regulatory

accounting requirements applicable to banks or savings associations and their

holding companies generally, (c) any modifications or changes to valuation

policies and practices in connection with the Mergers, or restructuring charges

taken in connection with the Mergers, in each case in accordance with GAAP, (d)

effects of any action taken with the prior written consent of Blue River, (e)

changes in general levels of interest rates or conditions or circumstances that

affect the banking industry, generally, and (f) commencement of a new war or an

escalation of current wars, armed hostilities or terrorism directly or

indirectly involving the United States of America.

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No representation or warranty of Heartland and Heartland Bank contained in

this Section 4, except Section 4.03, which shall not be subject to a materiality

standard shall be deemed untrue, incomplete or incorrect, and neither Heartland

nor Heartland Bank shall be deemed to have breached any such specified

representation or warranty, as a consequence of the existence of any fact, event

or circumstance unless such fact, circumstance or event, individually or taken

together with all other facts, events or circumstances inconsistent with any

representation or warranty contained in this Section 4, has had or is reasonably

likely to have a Material Adverse Effect on Heartland or Heartland Bank (the

"Heartland Disclosure Standard").

Accordingly, Heartland and Heartland Bank hereby represent and warrant to

Blue River, as of the date hereof and as of the Effective Time (subject to the

Heartland Disclosure Standard) as follows:

4.01. Organization and Authority.

(a) Heartland is a corporation duly organized, validly existing and in

good standing under the laws of the State of Indiana and is a registered bank

holding company under the BHC Act. Heartland has full power and authority

(corporate and otherwise) to own, operate and lease its properties as presently

owned, operated and leased and to conduct its business in the manner and by the

means utilized as of the date hereof. Heartland has a class of stock registered

pursuant to Section 12, and is subject to the reporting requirements, of the

Securities Exchange Act of 1934, as amended (the "1934 Act"). Heartland Bank and

Heartland (IN) Statutory Trust I, a statutory trust created under the

Connecticut Statutory Trust Act (the "Business Trust"), are Heartland's only

direct or indirect subsidiaries, and except as disclosed in the Disclosure

Schedule, Heartland owns no voting stock or equity securities of any other

corporation, partnership, association or other entity.

(b) Heartland Bank is an Indiana chartered bank duly organized, validly

existing and in good standing under the laws of the State of Indiana. Heartland

Bank is subject to primary regulatory supervision and examination by the Indiana

Department of Financial Institutions ("DFI"). Heartland Bank has full power and

authority (corporate and otherwise) to own, operate and lease its properties as

presently owned, operated and leased and to conduct its business in the manner

and by the means utilized as of the date hereof. Heartland Bank has no

subsidiaries and owns no voting stock or equity securities of any corporation,

partnership, association or other entity.

director, officer or other management official of (or to consent to changes in

directors, officers or other management officials, or otherwise exercise any

controlling influence over) any for-profit or non-profit corporation,

partnership, limited liability company, joint venture, trust, foundation, or

other entity or association, other than the Heartland subsidiaries.

4.02. Authorization.

(a) Heartland has the requisite corporate power and authority to enter

into this Agreement and to perform its obligations hereunder, subject to the

fulfillment of the conditions

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precedent set forth in Section 8.02(f) and (h) hereof. Heartland is not aware of

any reason why the approvals set forth in Section 8.02(f) will not be received

in a timely manner and without the imposition of a condition, restriction or

requirement of the type described in Section 8.02(f). This Agreement, and its

execution and delivery by Heartland, has been duly authorized and approved by

the Board of Directors of Heartland and, assuming due execution and delivery by

Blue River and Shelby County Bank, constitutes a valid and binding obligation of

Heartland, subject to the fulfillment of the conditions precedent set forth in

Section 8.02 hereof, and is enforceable in accordance with its terms, except to

the extent limited by general principles of equity and public policy and by

bankruptcy, insolvency, fraudulent transfer, reorganization, liquidation,

moratorium, readjustment of debt or other laws of general application relating

to or affecting the enforcement of creditors' rights.

(b) Heartland Bank has the requisite corporate power and authority to

enter into this Agreement and to perform its obligations hereunder, subject to

the fulfillment of the conditions precedent set forth in Section 8.02(f) and (h)

hereof. Heartland Bank is not aware of any reason why the approvals set forth in

Section 8.02(f) will not be received in a timely manner and without the

imposition of a condition, restriction or requirement of the type described in

Section 8.02(f). This Agreement, and its execution and delivery by Heartland

Bank, has been duly authorized and approved by the Board of Directors of

Heartland Bank and, assuming due execution and delivery by Blue River and Shelby

County Bank, constitutes a valid and binding obligation of Heartland Bank,

subject to the fulfillment of the conditions precedent set forth in Section 8.02

hereof, and is enforceable in accordance with its terms, except to the extent

limited by general principles of equity and public policy and by bankruptcy,

insolvency, fraudulent transfer, reorganization, liquidation, moratorium,

readjustment of debt or other laws of general application relating to or

affecting the enforcement of creditors' rights.

execution of this Agreement nor consummation of the Mergers contemplated hereby:

(i) conflicts with or violates the organizational documents of either Heartland

or Heartland Bank; (ii) conflicts with or violates any local, state, federal or

foreign law, statute, ordinance, rule or regulation (provided that the approvals

of or filings with applicable government regulatory agencies or authorities

required for consummation of the Mergers are obtained) or any court or

administrative judgment, order, injunction, writ or decree; (iii) conflicts

with, results in a breach of or constitutes a default under any note, bond,

indenture, mortgage, deed of trust, license, lease, contract, agreement,

arrangement, commitment or other instrument to which Heartland or Heartland Bank

is a party or by which Heartland or Heartland Bank is subject or bound; (iv)

results in the creation of or gives any person, corporation or entity the right

to create any lien, charge, claim, encumbrance or security interest, or results

in the creation of any other rights or claims of any other party (other than

Blue River and Shelby County Bank) or any other adverse interest, upon any

right, property or asset of Heartland or Heartland Bank; or (v) terminates or

gives any person, corporation or entity the right to terminate, accelerate,

amend, modify or refuse to perform under any note, bond, indenture, mortgage,

agreement, contract, lease, license, arrangement, deed of trust, commitment or

other instrument to which Heartland or Heartland Bank is bound or with respect

to which Heartland or Heartland Bank is to perform any duties or obligations or

receive any rights or benefits.

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(d) No consent, approval, order or authorization of, or registration,

declaration or filing with, any court, administrative agency or commission or

other governmental authority or instrumentality, domestic or foreign, or

industry self-regulatory organization (a "Governmental Authority"), is required

by Heartland or Heartland Bank in connection with the execution and delivery of

this Agreement and the Option Agreements by Heartland or Heartland Bank or the

consummation by Heartland or Heartland Bank of the transactions contemplated

hereby and thereby, the failure to make or obtain which would have a material

adverse effect on Heartland or Heartland Bank, except for (A) the filing with

the SEC of such reports under Sections 13(d) and 15(d) of the Exchange Act as

may be required in connection with this Agreement, the Option Agreements and the

transactions contemplated hereby and thereby, (B) such applications, filings,

authorizations, orders and approvals as may be required under the banking laws

of Indiana with respect to the Bank Merger, (C) the filing of an application

with the Federal Deposit Insurance Corporation under the Bank Merger Act with

respect to the Bank Merger and the approval thereof, and (D) the filing of

Articles of Merger with respect to the Bank Merger with the Indiana Department

of Financial Institutions and with the Secretary of State of the State of

Indiana,

(e) Heartland has received an oral opinion of Donnelly, Penman &

Partners LLP ("Donnelly"), to the effect that, as of August __, 2004, the

exchange ratio was fair to the shareholders of Heartland from a financial point

of view.

4.03. Capitalization.

(a) The authorized capital stock of Heartland as of the date hereof

consists of (i) 2,000,000 authorized shares of preferred stock, of which 100,000

are designated as Series A Preferred Shares, no par value, none of which shares

are issued or outstanding, and (ii) 10,000,000 shares of common stock, no par

value per share, with accompanying preferred share purchase rights ("Rights")

issued pursuant to the Rights Agreement between Heartland and Heartland Bank

dated as of June 23, 2000 (the "Rights Agreement"), of which 1,394,172 shares

(and accompanying Rights) are issued and outstanding. All of the issued and

outstanding shares of capital stock have been duly and validly authorized by all

necessary corporate action of Heartland, are validly issued, fully paid and

nonassessable and have not been issued in violation of any pre-emptive rights of

any present or former Heartland shareholder. An additional 211,544 shares of

Heartland Common Stock are subject to issuance upon the exercise of the

Heartland Stock Options. Heartland has no capital stock authorized, issued or

outstanding other than as described in this Section 4.03(a) and has no intention

or obligation to authorize or issue any other capital stock or any additional

shares of Heartland Common Stock except upon the exercise of Heartland Stock

Options or of the Rights. Any shares issued upon exercise of the Heartland Stock

Options will, upon payment of the exercise price thereof, be validly issued,

fully paid and nonassessable. The Disclosure Schedule sets forth, for each

Heartland Stock Option outstanding, the name of the grantee, the date of the

grant, the type of grant, the status of the grant as an incentive stock option

under Section 422 of the Internal Revenue Code, the number of shares of

Heartland Common Stock subject to options that are exercisable as of the date

hereof and the exercise price per share. The Board of Directors of Heartland has

extended through the date of termination of this Agreement (as it may be amended

from time to time) or the Effective Time of

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the Company Merger the period during which the Rights may be redeemed by

Heartland pursuant to Section 23 of the Rights Agreement.

(b) The authorized capital stock of Heartland Bank as of the date hereof

consists, and at the Effective Time will consist, of 10,000 shares of common

stock, $10.00 par value per share, 10,000 of which shares are issued and

outstanding (such issued and outstanding shares are referred to herein as

"Heartland Bank Common Stock"). Such issued and outstanding shares of Heartland

Bank Common Stock have been duly and validly authorized by all necessary

corporate action of Heartland Bank, are issued, fully paid and nonassessable,

and have not been issued in violation of any pre-emptive rights of any present

or former Heartland Bank shareholder. All of the issued and outstanding shares

of Heartland Bank Common Stock are owned by Heartland free and clear of all

liens, pledges, charges, claims, encumbrances, restrictions, security interests,

options and pre-emptive rights and of all other rights or claims of any other

person, corporation or entity with respect thereto. Heartland Bank has no

capital stock authorized, issued or outstanding other than as described in this

Section 4.03(b) and has no intention or obligation to authorize or issue any

other capital stock or any additional shares of Heartland Bank Common Stock.

options, warrants, commitments, calls, puts, agreements, understandings,

arrangements or subscription rights relating to any shares of Heartland capital

stock, or any securities convertible into or representing the right to purchase

or otherwise acquire any capital stock or debt securities of Heartland, by which

Heartland is or may become bound. Heartland does not have any outstanding

contractual or other obligation to repurchase, redeem or otherwise acquire any

of the issued and outstanding shares of Heartland Common Stock. To the knowledge

of Heartland and Heartland Bank, there are no voting trusts, voting

arrangements, buy-sell agreements or similar arrangements affecting the capital

stock of either Heartland or Heartland Bank. To the knowledge of Heartland and

Heartland Bank, upon consummation of the Company Merger and the Bank Merger, the

Surviving Corporation shall own and have the power and right to vote all of the

outstanding capital stock of Heartland Bank.

(d) There are no options, warrants, commitments, calls, puts,

agreements, understandings, arrangements or subscription rights relating to any

shares of capital stock of Heartland Bank, or any securities convertible into or

representing the right to purchase or otherwise acquire any capital stock or

debt securities of Heartland Bank, by which Heartland Bank is or may become

bound. Heartland Bank does not have any outstanding contractual or other

obligation to repurchase, redeem or otherwise acquire any of the issued and

outstanding shares of its common stock.

(e) Except as set forth in the statements on Schedules 13D and 13G that

have been filed by certain persons with the SEC, Heartland has no knowledge of

any person or entity which beneficially owns 5% or more of its outstanding

shares of Heartland Common Stock, within the meaning of the rules of the SEC

promulgated under Section 13(d) of the Exchange Act.

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4.04. Organizational Documents. The Articles of Incorporation and the

By-Laws of Heartland and Heartland Bank, as amended, representing true, accurate

and complete copies of such corporate documents in effect as of the date of this

Agreement, have been delivered to Blue River as part of the Heartland Disclosure

Schedule.

4.05. Compliance with Law.

(a) To the best of Heartland's knowledge, neither Heartland nor

Heartland Bank has engaged in any activity nor taken or omitted to take any

action which has resulted in the violation of any local, state, federal or

foreign law, statute, regulation, rule, ordinance, order, restriction or

requirement, nor are they in violation of any order, injunction, judgment, writ

or decree of any court or government agency or body. Heartland and Heartland

Bank possess and hold all licenses, franchises, permits, certificates and other

authorizations necessary for the continued conduct of their business without

interference or interruption. Heartland's licenses, franchises, permits,

certificates and authorizations are transferable (to the extent required) to

Blue River at the Effective Time without any restrictions or limitations thereon

or the need to obtain any consents of government agencies or other third parties

other than as set forth in this Agreement.

(b) Except as set forth in the Disclosure Schedule, neither Heartland

nor Heartland Bank is a party to any written agreement, consent decree or

memorandum of understanding or similar arrangement with, or a party to any

commitment letter or similar undertaking to, or is subject to any

cease-and-desist or other order or directive by, or is a recipient of any

extraordinary supervisory letter from, or has adopted any policies, procedures

or board resolutions at the request of, any federal or state governmental agency

or authority which is charged with the supervision or regulation of financial

institutions or issuers of securities or which is engaged in the insurance of

deposits or the supervision or regulation of Heartland or Heartland Bank

(including, without limitation, the SEC, the DFI, the Federal Reserve Board and

the Federal Deposit Insurance Corporation) (the "Governmental Authorities) which

restricts materially the conduct of its business, or in any manner relates to

its capital adequacy, its credit or risk management policies or its management,

nor has either Heartland or Heartland Bank been advised by any Governmental

Authority that it is contemplating issuing or requesting (or is considering the

appropriateness of issuing or requesting) any such agreement, decree, memorandum

of understanding, extraordinary supervisory letter, commitment letter, order,

directive or similar submission, or any such policy, procedure or board

resolutions. Except as set forth in the Disclosure Schedule, there are no

uncured violations of law, including but not limited to violations with respect

to which refunds or restitutions may be required, that have been cited in any

examination report of Heartland or Heartland Bank as a result of an examination

by any regulatory agency or body, or set forth in any accountant's or auditor's

report to Heartland or Heartland Bank.

4.06. Litigation and Pending Proceedings.

(a) Except as set forth in the Disclosure Schedule and lawsuits

involving collection of delinquent accounts as to which no counterclaims are

asserted against Heartland or Heartland

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Bank, there are no claims, actions, suits, proceedings, mediations, arbitrations

or investigations pending (or, to the knowledge of Heartland or Heartland Bank,

threatened) in any court or before any government agency or authority,

arbitration panel or otherwise (nor does Heartland Bank have any knowledge of a

reasonable basis for any claim, action, suit, proceeding, litigation,

arbitration, or investigation) against, by or affecting Heartland or Heartland

Bank, including but not limited to those which, if successful, would prevent the

performance of this Agreement, declare the same unlawful or cause the rescission

hereof.

(b) Except as set forth in the Disclosure Schedule, neither Heartland

nor Heartland Bank is: (i) subject to any outstanding judgment, order, writ,

injunction or decree of any court, arbitration panel or governmental agency or

authority; (ii) presently charged with or, to the knowledge of Heartland or

Heartland Bank, under governmental investigation with respect to any actual or

alleged violations of any law, statute, rule, regulation or ordinance; or (iii)

the subject of any pending or, to the knowledge of Heartland or Heartland Bank,

threatened proceeding by any government regulatory agency or authority having

jurisdiction over its respective business, assets, capital, properties or

operations.

4.07. Financial Statements and Reports.

(a) The consolidated financial statements of Heartland that have been

included in Heartland's Annual Report on Form 10-KSB for its fiscal year ended

December 31, 2003 and its Quarterly Reports on Form 10-QSB for the quarters

ended March 31, 2004 and June 30, 2004 (the "Heartland Financial Statements")

present fairly the consolidated financial position, results of operations, and

cash flows of Heartland as of and for the periods covered thereby in conformance

with accounting principles generally accepted in the United States applied on a

consistent basis.

4.08. Properties, Contracts, and Agreements.

(a) Set forth in the Disclosure Schedule are:

(i) A brief description and the location of all real

property owned by Heartland and Heartland Bank and the

principal buildings and structures located thereon and

each lease of real property to which Heartland or

Heartland Bank is a party, identifying the parties

thereto, the annual rental payable, the expiration date

of the lease and a brief description of the property

covered; and

(ii) a list of any agreements, contracts, leases, licenses,

lines of credit, understandings, commitments or

obligations of Heartland or Heartland Bank which

individually:

(A) involve payment or receipt by Heartland or

Heartland Bank (other than as disbursements of

loan proceeds to customers, loan payments by

customers or customer deposits) of more than

$25,000; or

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(B) involve payments based on profits of Heartland or

Heartland Bank; or

supplies or services in excess of $25,000; or

(D) were not made in the ordinary course of business;

(E) may not be terminated without penalty within one

(1) year from the date of this Agreement.

(b) Each of the agreements, contracts, commitments, leases, instruments

and documents listed in the Disclosure Schedule relating to this Section 4.08 is

valid and enforceable in accordance with its terms, except to the extent limited

by general principles of equity and public policy or by bankruptcy, insolvency,

reorganization, moratorium, fraudulent transfer, readjustment of debt or other

laws of general application relative to or affecting the enforcement of

creditors' rights, whether now or hereafter in effect, and except that equitable

principles may limit the right to obtain specific performance and other

equitable remedies, and Heartland and Heartland Bank and, to the knowledge of

Heartland and Heartland Bank, all other parties thereto are in compliance with

the provisions thereof, and neither Heartland nor Heartland Bank is in default

in the performance, observance or fulfillment of any obligation, covenant or

provision contained therein.

agreements, contracts, commitments, leases, instruments and documents listed in

the Disclosure Schedule relating to this Section 4.08 requires the consent of

any party to its assignment in connection with the Mergers contemplated by this

Agreement.

(d) Neither Heartland nor Heartland Bank is, to the knowledge of

Heartland or Heartland Bank, in default under or in breach of, or alleged to be

in default under or in breach of, any loan or credit agreement, conditional

sales contract or other title retention agreement, security agreement, bond,

indenture, mortgage, license, contract, lease, commitment or any other

instrument or obligation.

4.09. Absence of Undisclosed Liabilities. Except for (A) those liabilities

that are fully reflected or reserved for in the consolidated financial

statements of Heartland included in its Quarterly Report on Form 10-QSB for the

fiscal quarter ended June 30, 2004, as filed with the SEC prior to the date of

this Agreement, (B) liabilities incurred since June 30, 2004 in the ordinary

course of business consistent with past practice, and (C) liabilities which

would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect upon Heartland, Heartland and Heartland Bank do not

have, and since June 30, 2004, Heartland and Heartland Bank have not incurred

(except as permitted by this Agreement), any liabilities or obligations of any

nature whatsoever (whether accrued, absolute, contingent or otherwise and

whether or not required to be reflected in Heartland's financial statements in

accordance with generally accepted accounting principles).

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4.10. Title to Assets.

(a) Except as described in this Section 4.10, Heartland or Heartland

Bank, as the case may be, has good and marketable title in fee simple absolute

to all real property (including, without limitation, all real property used as

bank premises and all other real estate owned) which is reflected as assets in

the Heartland Financial Statements as of June 30, 2004, good title to all

personal property reflected in the Heartland Financial Statements as assets as

of June 30, 2004, other than personal property disposed of in the ordinary

course of business since June 30, 2004, good title to or right to use by valid

and enforceable lease or contract all other properties and assets (whether real

or personal, tangible or intangible) which Heartland or Heartland Bank purports

to own or which Heartland or Heartland Bank uses in its respective business;

good title to, or right to use by terms of a valid and enforceable lease or

contract, all other property used in their respective businesses; and good title

to all property and assets acquired and not disposed of or leased since June 30,

2004. All of such properties and assets are owned by Heartland or Heartland Bank

free and clear of all land or conditional sales contracts, mortgages, liens,

pledges, restrictions, security interests, charges, claims, rights of third

parties or encumbrances of any nature except: (i) as set forth in the Disclosure

Schedule; (ii) as specifically noted in the Heartland Financial Statements;

(iii) statutory liens for taxes not yet delinquent or being contested in good

faith by appropriate proceedings; (iv) pledges or liens required to be granted

in connection with the acceptance of government deposits or granted in

connection with repurchase or reverse repurchase agreements; and (v) easements,

encumbrances and liens of record, imperfections of title and other limitations

which are not material in amount to Heartland on a consolidated basis and which

do not materially detract from the value or materially interfere with the

present or contemplated use of any of the properties subject thereto or impair

the use thereof for the purposes for which they are held or used. All real

property owned or leased by Heartland or Heartland Bank is in compliance with

all applicable zoning and land use laws.

(b) All real property, machinery, equipment, furniture and fixtures

owned or leased by Heartland or Heartland Bank is structurally sound, in good

operating condition and has been and is being maintained and repaired in the

ordinary course of business in all material respects.

4.11. Employee Benefit Plans.

(a) Heartland's Disclosure Schedule contains a complete list of all

bonus, vacation, deferred compensation, commission-based compensation, pension,

retirement, profit sharing, thrift, savings, employee stock ownership, stock

bonus, stock purchase, restricted stock, stock appreciation and stock option

plans, all employment or severance contracts, all medical, dental, disability,

severance, health and life insurance plans, all other employee benefit and

fringe benefit plans, contracts or arrangements and any "change of control" or

similar provisions in any plan, contract or arrangement maintained or

contributed to by Heartland or Heartland Bank for the benefit of current or

former officers, employees or directors or the beneficiaries or dependents of

any of the foregoing (collectively, "Compensation Plans").

(b) With respect to each Compensation Plan, if applicable, Heartland has

provided or made available to Blue River, at Blue River's request, true and

complete copies of existing: (A)

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Compensation Plan documents and amendments thereto; (B) trust instruments and

insurance contracts; (C) the most recent Form 5500 filed with the Internal

Revenue Service ("IRS"); (D) the most recent actuarial report and financial

statement; (E) the most recent summary plan description; (F) forms filed with

the PBGC (other than for premium payments); (G) the most recent determination

letter issued by the IRS; (H) any Form 5310 or Form 5330 filed with the IRS; and

(I) the most recent nondiscrimination tests performed under the Internal Revenue

Code of 1986, as amended (the "Code") (including 401(k) and 401(m) tests).

Compensation Plans has been administered and operated in all material respects

in accordance with the terms thereof and with applicable law, including ERISA,

the Code and the Securities Act of 1933, as amended (the "Securities Act"); (ii)

neither Heartland, Heartland Bank nor any other person for whom indemnification

by Heartland or Heartland Bank could apply ("Indemnified Person") has incurred

or is likely to incur fiduciary liability under Title I of ERISA with respect to

any Compensation Plan; (iii) each of the Compensation Plans which is an

"employee pension benefit plan" within the meaning of Section 3(2) of ERISA

("Pension Plan") and which is intended to be qualified under Section 401(a) of

the Code has received a favorable determination letter from the IRS which

reflects all law changes for which a determination may be received, or an

application for such a letter is pending with the IRS, and Heartland is not

aware of any circumstances that would likely result in the revocation or denial

of any such favorable determination letter; (iv) none of Heartland, Heartland

Bank or an Indemnified Person has engaged in any transaction or taken any action

with respect to any Compensation Plan that has subjected, or could, to

Heartland's knowledge, subject Heartland or Heartland Bank or any Indemnified

Person to a tax or penalty imposed by either Section 4975 of the Code or Section

502 of ERISA; and (v) there is no pending or, to Heartland's knowledge,

threatened litigation or governmental audit, examination or investigation

relating to Heartland's Compensation Plans.

(d) None of the Compensation Plans is a plan, and neither of Heartland

nor Heartland Bank ever have maintained or made any contributions to any plan,

that is subject to Part 3 of Title I of ERISA, Title IV of ERISA or Section 412

of the Code. No Compensation Plan is a "multiemployer plan" within the meaning

of Section 3(37) or 4001(a)(3) of ERISA or a "multiple employer plan" within the

meaning of Section 4064 of ERISA or Section 413(c) of the Code. Neither

Heartland nor Heartland Bank has any current or potential liability or

obligation, whether direct or indirect, with respect to any multiemployer or

multiple employer plan.

(e) Except as set forth in the Disclosure Schedule or as otherwise

provided for in this Agreement, no Compensation Plan provides benefits,

including death or medical benefits, with respect to any employees or former

employees of Heartland or Heartland Bank (or their spouses, beneficiaries, or

dependents) beyond the retirement or other termination of service of any such

employee other than (A) coverage mandated by Part 6 of Title I of ERISA or

Section 4980B of the Code, (B) retirement or death benefits under any Pension

Plan, (C) disability benefits under any Compensation Plan which is an employee

welfare benefit plan (as defined under Section 3(1) of ERISA) that have been

fully provided for by insurance or otherwise, (D) benefits in the nature of

severance pay under any Compensation Plan, or (E) miscellaneous other

post-employment benefits not exceeding $10,000 in the aggregate. Except as set

forth in the

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Disclosure Schedule or as otherwise provided for in this Agreement, Heartland

and Heartland Bank may amend or terminate any health plan which provides

post-retirement or termination of employment benefits at any time without

incurring any liability thereunder. Except as set forth in the Disclosure

Schedule, there has been no communication to employees, former employees or

their spouses, beneficiaries or dependents by Heartland or Heartland Bank that

promised or guaranteed such employees retiree health or life insurance or other

retiree death benefits on a permanent basis or promised or guaranteed that any

such benefits could not be modified, eliminated or terminated.

(f) Except as set forth in the Disclosure Schedule or as otherwise

provided for in this Agreement, neither the execution and delivery of this

Agreement nor the consummation of the transactions contemplated hereby

including, without limitation, any termination of employment relating thereto

and occurring prior to, at or following the Effective Time, will (A) result in

any increase in compensation or any payment (including, without limitation,

severance, golden parachute or otherwise) becoming due to any current or former

director, officer or employee of Heartland or Heartland Bank under any

Compensation Plan or otherwise from Heartland or Heartland Bank, (B) increase

any benefits otherwise payable under any Compensation Plan, or (C) result in any

acceleration of the time of payment, funding or vesting of any such benefit;

provided, however, that effects described in (A), (B) or (C), the aggregate

compensation and benefit cost impact of which, actuarially determined as of the

Effective Time, do not exceed $10,000, shall not be deemed to violate the

representations made in this Section 4.11(f).

(g) Except as set forth in the Disclosure Schedule: (i) neither

Heartland nor Heartland Bank maintains any compensation plans, programs or

arrangements the payments under which are, or reasonably would be expected to

be, non-deductible as a result of the limitations under Section 162(m) of the

Code and the regulations issued thereunder; and (ii) none of Heartland, the

Surviving Corporation or any of their respective subsidiaries will be obligated

to make a payment as a result, directly or indirectly, of the transactions

contemplated by this Agreement that reasonably would be expected to be

non-deductible as a result of the limitations under Section 162(m) of the Code

and the regulations issued thereunder.

4.12. Labor Matters. Neither Heartland nor Heartland Bank is a party to or

is bound by any collective bargaining contract or understanding with a labor

union or labor organization, nor is Heartland or Heartland Bank the subject of a

proceeding asserting that it has committed an unfair labor practice (within the

meaning of the National Labor Relations Act) or seeking to compel Heartland or

Heartland Bank to bargain with any labor organization as to wages or conditions

of employment, nor is there any strike or other labor dispute involving it or

Heartland Bank pending or, to Heartland's knowledge, threatened, nor is

Heartland aware of any activity involving it or Heartland Bank employees seeking

to certify a collective bargaining unit or engaging in other organizational

activity.

4.13. Environmental Matters. Except as set forth in the Disclosure

Schedule, (i) to Heartland's knowledge, Heartland and Heartland Bank have

complied in all material respects at all times with applicable Environmental

Laws (as defined below); (ii) to Heartland's knowledge, no property (including

buildings and any other structures) currently or formerly owned or

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operated by Heartland or Heartland Bank has been contaminated with, or has had

any release of, any Hazardous Substance (as defined below); (iii) to Heartland's

knowledge, neither Heartland nor Heartland Bank would reasonably be expected to

be ruled to have caused or contributed to any contamination as the owner or

operator under any Environmental Law of any property in which it has currently

or formerly held a lien; (iv) to Heartland's knowledge, neither Heartland nor

Heartland Bank is subject to liability for any Hazardous Substance disposal or

contamination on any other third-party property; (v) neither Heartland nor

Heartland Bank has received any notice, demand letter, claim or request for

information alleging any violation of, or liability under, any Environmental

Law; (vi) neither Heartland nor Heartland Bank is subject to any order, decree,

injunction or other agreement with any federal or state governmental authority

or any third party relating to any Environmental Law; (vii) to Heartland's

knowledge, there are no circumstances or conditions involving Heartland or

Heartland Bank or any currently or formerly owned or operated property

(including the presence of asbestos, underground storage tanks, lead products,

polychlorinated biphenyls or gas station sites) that could result in any claims,

liability or investigations or result in any restrictions on the ownership, use,

or transfer of any property pursuant to any Environmental Law; and (viii)

Heartland has delivered to Blue River copies of all environmental reports,

studies, sampling data, correspondence, filings and other environmental

information in its possession or reasonably available to it relating to

Heartland, Heartland Bank, any currently or formerly owned or operated property

or any property in which Heartland or Heartland Bank has held a lien.

As used in this Agreement, "Environmental Laws" means any federal, state

or local law, regulation, order, decree, permit, authorization, common law or

agency requirement with force of law relating to: (i) the protection or

restoration of the environment, health or safety (in each case as relating to

the environment) or natural resources; or (ii) the handling, use, presence,

disposal, release or threatened release of any Hazardous Substance. As used in

this Agreement, "Hazardous Substance" means: (i) any substance in any

concentration that is listed, classified or regulated pursuant to any

Environmental Law; (ii) any petroleum product or by-product, asbestos-containing

material, lead-containing paint or plumbing, polychlorinated biphenyls,

radioactive materials or radon; or (iii) any other substance which is or may be

the subject of regulatory action by any federal, state or local governmental

authority pursuant to any Environmental Law.

4.14. Tax Matters. (i) All returns, declarations, reports, estimates,

information returns and statements required to be filed on or before the

Effective Time under any federal, state, local or foreign tax laws ("Tax

Returns") with respect to Heartland or Heartland Bank, have been or will be

timely filed, or requests for extensions have been timely filed and have not

expired; (ii) all Tax Returns that have been filed by Heartland and Heartland

Bank since 1997 are complete and accurate in all respects; (iii) all taxes shown

to be due and payable (without regard to whether such taxes have been assessed)

on such Tax Returns (or, with respect to Tax Returns for which an extension has

been timely filed, will be required to be shown as due and payable when such Tax

Returns are filed) have been paid or adequate reserves have been established for

the payment of such taxes; (iv) no audit or examination or refund litigation

with respect to any Tax Return is pending or, to Heartland's knowledge, has been

threatened; (v) all deficiencies asserted or assessments made as a result of any

examination of a Tax Return of Heartland or Heartland

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Bank have been paid in full; (vi) no waivers of statutes of limitation have been

given by or requested with respect to any taxes of Heartland or Heartland Bank;

(vii) Heartland and Heartland Bank have never been a member of an affiliated,

combined, consolidated or unitary tax group for purposes of filing any Tax

Return (other than a consolidated group of which Heartland was the common

parent); (viii) no closing agreements, private letter rulings, technical advice

memoranda or similar agreement or rulings have been entered into or issued by

any taxing authority with respect to Heartland or Heartland Bank; (ix) no tax is

required to be withheld pursuant to Section 1445 of the Code as a result of the

transactions contemplated by this Agreement; (x) Heartland and Heartland Bank

are not bound by any tax indemnity, tax sharing or tax allocation agreement or

arrangement; and (xi) Heartland and Heartland Bank have withheld and paid all

taxes that they are required to withhold from compensation income of their

employees.

4.15. Risk Management. Except as set forth in the Disclosure Schedule,

Heartland and Heartland Bank are not parties to any swaps, caps, floors, option

agreements, futures and forward contracts and other similar financial risk

management arrangements, whether entered into for Heartland's own account, or

for the account of Heartland Bank or its customers.

4.16. Books and Records. The books and records of Heartland and Heartland

Bank have been fully, properly and accurately maintained in all material

respects, and there are no material inaccuracies or discrepancies of any kind

contained or reflected therein.

4.17. Loans.

(a) Except as set forth in the Disclosure Schedule, there is no loan by

Heartland Bank which was included in the Heartland Financial Statements as of

June 30, 2004 or which has been made or acquired since June 30, 2004, in excess

of $25,000 that has been classified by Heartland Bank's regulators or management

as "Other Loans Specially Mentioned," "Substandard," "Doubtful" or "Loss" or

that has been identified by accountants or auditors (internal or external) as

having a significant risk of uncollectability. The most recent loan watch list

of Heartland Bank, and a list of all loans in excess of $25,000 which Heartland

Bank, has determined to be thirty (30) days or more past due with respect to

principal or interest payments or has placed on nonaccrual status, have been

provided to Blue River.

(b) All loans reflected in the Heartland Financial Statements as of June

30, 2004 and which have been made, extended, renewed, restructured, approved,

amended or acquired since June 30, 2004: (i) to the knowledge of Heartland and

Heartland Bank, constitute the legal, valid and binding obligation of the

obligor and any guarantor named therein, except to the extent limited by general

principles of equity and public policy or by bankruptcy, insolvency, fraudulent

transfer, reorganization, liquidation, moratorium, readjustment of debt or other

laws of general application relative to or affecting the enforcement of

creditors' rights; (ii) are evidenced by notes, instruments or other evidences

of indebtedness which are true, genuine and what they purport to be; and (iii)

are secured, to the extent that Heartland or Heartland Bank has a security

interest in collateral or a mortgage securing such loans, by perfected security

interests or recorded mortgages naming Heartland or Heartland Bank as the

secured party or mortgagee.

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Financial Statements are adequate in all respects under the requirements of GAAP

applied on a consistent basis to provide for which reserves were made, on loans

and leases outstanding and real estate owned as of the respective dates.

4.18. Shareholder Rights Plan.

(a) Except as otherwise provided in this Agreement, the Disclosure

Schedule and Heartland's Articles of Incorporation and By-Laws, Heartland has no

shareholder rights plan or any other plan, program or agreement involving,

restricting, prohibiting or discouraging a change in control or merger of

Heartland or which may be considered an anti-takeover mechanism.

(b) Subject to the redemption of the Rights as contemplated by Section

6.13, Heartland has taken all action necessary or appropriate so that entering

into this Agreement and the Heartland Option Agreement, and the consummation of

the transactions hereby and thereby, do not and will not result in the ability

of any person to exercise any of the Rights or to enable or require the Rights

to separate from the Heartland Common Stock to which they are attached, or to be

triggered or become exercisable.

4.19. Deposit Insurance. The deposits of Heartland Bank are insured by the

FDIC in accordance with the Federal Deposit Insurance Act, of 1950, as amended

(the "FDIA"), and Heartland or Heartland Bank respectively, have paid or

properly reserved or accrued for all current premiums and assessments with

respect to such deposit insurance.

4.20. Insurance. Set forth in the Disclosure Schedule is a list and brief

description of all policies of insurance (including, without limitation,

bankers' blanket bond, directors' and officers' liability insurance, property

and casualty insurance, group health or hospitalization insurance and insurance

providing benefits for employees) owned or held by Heartland or Heartland Bank

on the date hereof or with respect to which Heartland or Heartland Bank pays any

premiums. Each such policy is in full force and effect and all premiums due

thereon have been paid when due, and a true, accurate and complete copy thereof

has been made available to Blue River prior to the date hereof.

4.21. Broker's, Finder's or Other Fees. Except for reasonable fees of

Heartland's attorneys, accountants, employee benefits consultants and investment

bankers, no agent, broker or other person acting on behalf of Heartland or

Heartland Bank or under any authority of Heartland or Heartland Bank is or shall

be entitled to any commission, broker's or finder's fee or any other form of

compensation or payment from any of the parties hereto relating to this

Agreement and the Mergers contemplated hereby. No action has been taken by

Heartland that would give rise to any valid claim against any party hereto for a

brokerage commission, finder's fee or other like payment with respect to the

transactions contemplated by this Agreement, excluding a fee to be paid by

Heartland to Donnelly in an amount and on terms set forth in the Disclosure

Schedule.

4.22. Interim Events.

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(a) Except as set forth in the Disclosure Schedule, since June 30, 2004,

no event has occurred and no fact or circumstance shall have come to exist

which, directly or indirectly, individually or taken together with all other

facts, circumstances and events, has had, or is reasonably likely to have, a

Material Adverse Effect.

(b) Except as set forth in the Disclosure Schedule and except for the

activities in connection with the Mergers, since June 30, 2004, Heartland and

Heartland Bank have carried on their respective businesses in the ordinary and

usual course consistent with their respective past practices and there has not

been:

(i) any declaration, setting aside or payment of any

dividend or other distribution (whether in cash, stock

or property) with respect to Heartland Common Stock; or

(ii) any split, combination or reclassification of any

capital stock of Heartland or Heartland Bank or any

issuance or the authorization of any issuance of any

other securities in respect of, or in lieu of or in

substitution for shares of Heartland Common Stock,

except for issuances of Heartland Common Stock upon the

exercise of options awarded prior to the date hereof in

accordance with the terms of the Heartland Stock Option

Plans.

4.23. Regulatory Filings. Heartland and Heartland Bank respectively, have

since January 1, 2003, filed (or furnished) in a timely manner all documents

require to be filed with (or furnished to) all appropriate federal and state

regulatory agencies and authorities as required by applicable law including, but

not limited to, all reports on Form 8-K, Form 10-KSB and Form 10-QSB and proxy

statements and annual reports required to be filed by Heartland with (or

furnished to) the SEC. All documents filed with (or furnished to) the SEC and

all other appropriate federal and state regulatory agencies were true, accurate

and complete and have complied as to form with the applicable requirements. No

such document contained any untrue statement of a material fact or omitted to

state a material fact necessary in order to make the statements made therein, at

the time and in light of the circumstances under which they were made, not false

or misleading.

4.24. Indemnification Agreements.

(a) Neither Heartland nor Heartland Bank is a party to any

indemnification, indemnity or reimbursement agreement, contract, commitment or

understanding to indemnify any present or former director, officer, employee,

shareholder or agent against liability or hold the same harmless from liability

other than as expressly provided in the Articles of Incorporation or the By-Laws

of Heartland and Heartland Bank.

(b) No claims have been made against or filed with Heartland or

Heartland Bank nor have, to the knowledge of Heartland, any claims been

threatened against Heartland or Heartland Bank for indemnification against

liability or for reimbursement of any costs or expenses incurred

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in connection with any legal or regulatory proceeding by any present or former

director, officer, shareholder, employee or agent of Heartland or Heartland

Bank.

4.25. Shareholder Approval. The affirmative vote of the holders of a

majority of the shares of Heartland Common Stock (which are issued and

outstanding on the record date relating to the meeting of shareholders) is

required for shareholder approval of this Agreement and the Company Merger.

4.26. CRA Rating. Except as set forth in the Disclosure Schedule,

Heartland Bank was rated "Satisfactory" or "Outstanding" following its most

recent Community Reinvestment Act examination by the regulatory agency

responsible for its supervision. The Bank has received no notice of and has no

knowledge of any planned or threatened objection by any community group to the

transactions contemplated hereby.

4.27. Capital Requirements.

(a) Heartland Bank is (i) at least "well capitalized", as defined for

purposes of the FDIA, and (ii) in compliance with all capital requirements,

standards and ratios required by each state or federal bank regulator with

jurisdiction over Heartland Bank.

(b) Heartland is in compliance with all capital requirements, standards

and ratios required by each state or federal regulator with jurisdiction over

Heartland.

4.28. Accuracy of Statements Made and Materials Provided to Blue River.

(a) No representation, warranty in this Section 4 or other statement

made, or any information provided, by Heartland or Heartland Bank in this

Agreement or the Disclosure Schedule (and any update thereto), and no written

report, statement, list, certificate, materials or other written information

furnished or to be furnished by Heartland or Heartland Bank to Blue River

through and including the Effective Time in connection with this Agreement or

the Mergers contemplated hereby (including, without limitation, any written

information which has been or shall be supplied by Heartland or Heartland Bank

with respect to their respective financial condition, results of operations,

business, assets, capital or directors and officers for inclusion in the proxy

statement-prospectus and registration statement relating to the Company Merger),

contains or shall contain (in the case of information relating to the proxy

statement-prospectus at the time it is mailed to Heartland's shareholders) any

untrue statement of material fact or omits or shall omit to state a material

fact necessary to make the statements contained herein or therein, in light of

the circumstances in which they are made and in light of the total mix of

information known to Blue River, not false or misleading.

(b) The Disclosure Schedule contains, to the knowledge of Heartland and

Heartland Bank, any and all exceptions to one or more of the representations and

warranties contained in this Section 4 or to one or more of the covenants of

Heartland contained in Section 6 hereof, regardless of the materiality of the

facts, circumstances or events relating to such exception or whether such

exception constitutes a Material Adverse Effect.

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SECTION 5

REPRESENTATIONS AND WARRANTIES OF BLUE RIVER

AND SHELBY COUNTY BANK

In connection with the execution of this Agreement, Blue River has

delivered to Heartland a schedule (the "Blue River Disclosure Schedule") setting

forth, among other things, items the disclosure of which is necessary or

appropriate either in response to an express disclosure requirement contained in

a provision hereof or as an exception to one or more representations or

warranties contained in this Section 5 or to one or more of its covenants

contained in Section 7; provided, that the mere inclusion of an item in the Blue

River Disclosure Schedule as an exception to a representation or warranty shall

not be deemed an admission by Blue River that such item represents a material

exception of fact, event or circumstance or that such item is reasonably likely

to result in a Material Adverse Effect as to Blue River (as defined below).

For the purpose of this Agreement, and in relation to Blue River and the

Blue River Subsidiaries, a "Material Adverse Effect" means any effect that (i)

is material and adverse to the financial position, properties, assets,

liabilities, results of operations, liquidity, or business and future prospects

of Blue River and the Blue River Subsidiaries, as a consolidated whole, as they

existed as of the date of this Agreement, or (ii) would materially impair the

ability of Blue River or the Blue River Subsidiaries to perform its obligations

under this Agreement or under any the Blue River Option Agreement or otherwise

materially threaten or materially impede the consummation of the Mergers and the

other transactions contemplated by this Agreement; provided however, that

Material Adverse Effect on Blue River and the Blue River Subsidiaries shall not

be deemed to include the impact of (a) changes in banking and similar laws of

general applicability or interpretations thereof by courts or governmental

authorities, (b) changes in GAAP or regulatory accounting requirements

applicable to banks or savings associations and their holding companies

generally, (c) any modifications or changes to valuation policies and practices

in connection with the Mergers, or restructuring charges taken in connection

with the Mergers, in each case in accordance with GAAP, (d) effects of any

action taken with the prior written consent of Heartland, (e) changes in general

levels of interest rates or conditions or circumstances that affect the banking

industry, generally, and (f) commencement of a new war or an escalation of

current wars, armed hostilities or terrorism directly or indirectly involving

the United States of America.

No representation or warranty of Blue River and Shelby County Bank

contained in this Section 5, except Section 5.03, which shall not be subject to

a materiality standard shall be deemed untrue, incomplete or incorrect, and

neither Blue River nor Shelby County Bank shall be deemed to have breached any

such specified representation or warranty, as a consequence of the existence of

any fact, event or circumstance unless such fact, circumstance or event,

individually or taken together with all other facts, events or circumstances

inconsistent with any representation or warranty contained in this Section 5,

has had or is reasonably likely to have a Material Adverse Effect on Blue River

or the Blue River Subsidiaries (the "Blue River Disclosure Standard").

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Accordingly, Blue River and Shelby County Bank hereby represent and

warrant to Heartland, as of the date hereof and as of the Effective Time

(subject to the Blue River Disclosure Standard), as follows:

5.01. Organization and Authority.

(a) Blue River is a corporation duly organized, validly existing and in

good standing under the laws of the State of Indiana and is a registered savings

and loan holding company under HOLA. Blue River has full power and authority

(corporate and otherwise) to own, operate and lease its properties as presently

owned, operated and leased and to conduct its business in the manner and by the

means utilized as of the date hereof. Blue River has a class of stock registered

pursuant to Section 12, and is subject to the reporting requirements, of the

1934 Act. Except as set forth in the Blue River Disclosure Schedule, the Blue

River Subsidiaries are Blue River's only direct or indirect subsidiaries, and

except as disclosed in the Blue River Disclosure Schedule, Blue River owns no

voting stock or equity securities of any other corporation, partnership,

association or other entity.

(b) Shelby County Bank is a federal savings association duly organized,

validly existing and in good standing under the laws of the United States of

America. Shelby County Bank is subject to primary regulatory supervision and

examination by the Office of Thrift Supervision (the "OTS"). Shelby County Bank

has full power and authority (corporate and otherwise) to own, operate and lease

its properties as presently owned, operated and leased and to conduct its

business in the manner and by the means utilized as of the date hereof. Shelby

County Bank has no subsidiaries and owns no voting stock or equity securities of

any corporation, partnership, association or other entity.

existing and in good standing under the laws of the United States of America.

Unified is subject to primary regulatory supervision and examination by the

Office of Thrift Supervision ("OTS"). Unified has full power and authority

(corporate and otherwise) to own, operate and lease its properties as presently

owned, operated and leased and to conduct its business in the manner and by the

means utilized as of the date hereof. Unified has no subsidiaries and owns no

voting stock or equity securities of any corporation, partnership, association

or other entity.

(d) Except as set forth in the Blue River Disclosure Schedule neither

Blue River nor the Blue River Subsidiaries has the right to designate a

director, officer or other management official of (or to consent to changes in

directors, officers or other management officials, or otherwise exercise any

controlling influence over) any for-profit or non-profit corporation,

partnership, limited liability company, joint venture, trust, foundation, or

other entity or association, other than the Blue River subsidiaries.

5.02. Authorization.

(a) Blue River has the requisite corporate power and authority to enter

into this Agreement and to perform its obligations hereunder, subject to the

fulfillment of the conditions precedent set forth in Section 8.01(f) and (i)

hereof. Blue River is not aware of any reason why

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<PAGE>

the approvals set forth in Section 8.01(f) will not be received in a timely

manner and without the imposition of a condition, restriction or requirement of

the type described in Section 8.01(f). This Agreement, and its execution and

delivery by Blue River, has been duly authorized and approved by the Board of

Directors of Blue River and, assuming due execution and delivery by Heartland

and Heartland Bank, constitutes a valid and binding obligation of Blue River,

subject to the fulfillment of the conditions precedent set forth in Section 8.01

hereof, and is enforceable in accordance with its terms, except to the extent

limited by general principles of equity and public policy and by bankruptcy,

insolvency, fraudulent transfer, reorganization, liquidation, moratorium,

readjustment of debt or other laws of general application relating to or

affecting the enforcement of creditors' rights.

(b) Shelby County Bank has the requisite corporate power and authority

to enter into this Agreement and to perform its obligations hereunder, subject

to the fulfillment of the conditions precedent set forth in Section 8.01(f) and

(i) hereof. Shelby County Bank is not aware of any reason why the approvals set

forth in Section 8.01(f) will not be received in a timely manner and without the

imposition of a condition, restriction or requirement of the type described in

Section 8.01(f). This Agreement, and its execution and delivery by Shelby County

Bank, has been duly authorized and approved by the Board of Directors of Shelby

County Bank and, assuming due execution and delivery by Heartland and Heartland

Bank, constitutes a valid and binding obligation of Shelby County Bank, subject

to the fulfillment of the conditions precedent set forth in Section 8.01 hereof,

and is enforceable in accordance with its terms, except to the extent limited by

general principles of equity and public policy and by bankruptcy, insolvency,

fraudulent transfer, reorganization, liquidation, moratorium, readjustment of

debt or other laws of general application relating to or affecting the

enforcement of creditors' rights.

the execution of this Agreement nor consummation of the Mergers contemplated

hereby: (i) conflicts with or violates the organizational documents of either

Blue River or the Blue River Subsidiaries; (ii) conflicts with or violates any

local, state, federal or foreign law, statute, ordinance, rule or regulation

(provided that the approvals of or filings with applicable government regulatory

agencies or authorities required for consummation of the Mergers are obtained)

or any court or administrative judgment, order, injunction, writ or decree;

(iii) conflicts with, results in a breach of or constitutes a default under any

note, bond, indenture, mortgage, deed of trust, license, lease, contract,

agreement, arrangement, commitment or other instrument to which Blue River or

the Blue River Subsidiaries is a party or by which Blue River or the Blue River

Subsidiaries is subject or bound; (iv) results in the creation of or gives any

person, corporation or entity the right to create any lien, charge, claim,

encumbrance or security interest, or results in the creation of a

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