TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT (the “Termination Agreement”) is made this 10 ^th day of February, 2005 by and among Blue River Bancshares, Inc. (“Blue River”), Shelby County Bank (“Shelby County”), Heartland Bancshares, Inc. (“Heartland”), and Heartland Community Bank (“Heartland Bank”). Blue River, Shelby County, Heartland, and Heartland Bank are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

         WHEREAS , Blue River, Shelby County, Heartland and Heartland Bank are parties to that certain Agreement of Affiliation and Merger (the “Company Merger Agreement”), dated as of August 31, 2004;

         WHEREAS , Shelby County and Heartland Bank are parties to that certain Plan of Reorganization and Merger (the “Bank Merger Agreement”), dated as of August 31, 2004;

         WHEREAS , Blue River and Heartland are parties to those certain reciprocal Stock Option Agreements (the “Heartland Stock Option Agreement” and the “Blue River Stock Option Agreement”), each dated as of August 31, 2004;

         WHEREAS , each member of the Board of Directors of Blue River is a party to that certain Voting Agreement (the “Blue River Voting Agreement”), dated as of August 31, 2004;

         WHEREAS , each member of the Board of Directors of Heartland is a party to that certain Voting Agreement (the “Heartland Voting Agreement”), dated as of August 31, 2004;

         WHEREAS , Blue River and certain shareholders of Heartland who are deemed to be affiliates of Heartland are parties to those certain Affiliate Agreements (each, an “Affiliate Agreement”, collectively, the “Affiliate Agreements”), dated as of August 31, 2004;

         WHEREAS , Blue River, Heartland and certain persons identified as the Breeden 13D Group are parties to that certain Confidentiality Agreement (the “Confidentiality Agreement”), dated as of April 26, 2004; and

         WHEREAS , the Parties have agreed that the Company Merger Agreement, the Bank Merger Agreement, the Heartland Stock Option Agreement, the Blue River Stock Option Agreement, the Blue River Voting Agreement, the Heartland Voting Agreement and the Affiliate Agreements should be terminated.

         NOW, THEREFORE , in consideration of the foregoing premises, the mutual obligations herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1
TERMINATION OF AGREEMENTS

         1.01.         Termination of Company Merger Agreement .    Pursuant to Section 9.01(a)(i) of the Company Merger Agreement, Blue River, Shelby County, Heartland and Heartland Bank agree that, as of the date hereof, the Company Merger Agreement shall be terminated and shall be of no further force or effect, and there shall be no further obligations or restrictions on future activities on the part of Blue River, Shelby County, Heartland, or Heartland Bank under the Company Merger Agreement, except as provided in compliance with: (i) the confidentiality provisions set forth in Section 6.10 and 7.09 of the Company Merger Agreement; (ii) the payment of expenses set forth in Section 11.10 of the Company Merger Agreement; and (iii) the payment of equal portions of certain fees of Crowe Chizek and Company LLC, as set forth in a letter that the parties have executed and delivered concurrently with this Termination Agreement. The obligations described in subparts (i), (ii) and (iii) above shall survive the termination of the Company Merger Agreement.

         1.02.         Termination of Bank Merger Agreement .    Shelby County and Heartland Bank agree that, as of the date hereof, the Bank Merger Agreement shall be terminated and shall be of no further force or effect, and there shall be no further obligations or restrictions on future activities on the part of Shelby County or Heartland thereunder.

         1.03.         Termination of Blue River Stock Option Agreement .    Blue River hereby represents that, as of the date hereof, there has not been an “Initial Triggering Event” (as defined in section 2(c) of the Blue River Stock Option Agreement). Blue River and Heartland agree that, as of the date hereof: (i) the termination of the Company Merger Agreement constitutes an “Exercise Termination Event” (as defined in Section 2(b) of the Blue River Stock Option Agreement); and (ii) the Blue River Stock Option Agreement shall be terminated and shall be of no further force or effect, and there shall be no further obligations or restrictions on future activities on the part of Blue River or Heartland thereunder.

         1.04.         Termination of Heartland Stock Option Agreement .    Heartland hereby represents that, as of the date hereof, there has not been an “Initial Triggering Event” (as defined in section 2(c) of the Heartland Stock Option Agreement). Blue River and Heartland agree that, as of the date hereof: (i) the termination of the Company Merger Agreement constitutes an “Exercise Termination Event” (as defined in Section 2(b) of the Heartland Stock Option Agreement); and (ii) that the Heartland Stock Option Agreement shall be terminated and shall be of no further force or effect, and there shall be no further obligations or restrictions on future activities on the part of Blue River or Heartland thereunder.

         1.05.         Termination of Blue River Voting Agreement .    Each of the Parties agree that, as of the date hereof, by virtue of the termination of the Company Merger Agreement, the Blue River Voting Agreement shall be terminated and shall be of no further force or effect, and there shall be no further obligations or restrictions on fut