GENERAL

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

On June 9, 2003, the Company and Unified Financial Services, Inc. entered into a Stock Purchase Agreement pursuant to which the Company would acquire all of the...