Severance Agreement And Release

EXHIBIT 10.13


SEVERANCE AGREEMENT AND RELEASE


This Severance Agreement and Release (" Agreement" ) is between 1 st Independence Bank (" Bank" ), a banking corporation chartered by the Commonwealth of Kentucky, and 1 st Independence Financial Group, Inc. (" 1 st Independence" ), a Delaware corporation (collectively, " Employer" ), and Arthur L. Freeman (" Executive" ), a resident of the Commonwealth of Kentucky:

I. Recitations

1.01. Executive currently serves as the Chairman and Chief Executive Officer of 1 st Independence and Chairman of the Bank.


1.02. Executive is party to that certain Employment Agreement, dated July 9, 2004, by and between the Executive, 1 st Independence and the Bank (the " Employment Agreement" ).

1.03 Executive desires to retire as an officer and employee of 1 st Independence and the Bank and resign as a director for 1 st Independence and the Bank, effective as of April 29, 2005.

1.04. In recognition of the service provided by Executive to 1 st Independence and the Bank, 1 st Independence and the Bank believe it would be in their best interest to continue certain benefits to Executive on the terms and conditions set forth in this Agreement.

1.05. Executive agrees to resign his employment with Employer and his service as a Director on 1 st Independence and Bank' s Board of Directors in consideration of the payment and benefits set forth in Section IV of this Agreement.

II. Intention of the Parties

2.01. Employer and Executive intend and expect that Executive shall surrender and renounce all privileges and rights that derive from his employment by Employer (including, but not limited to, the privileges and rights derived under the Employment Agreement), and the separation thereof, and service as a Director of 1 st Independence and the Bank, except any and all rights Executive has pursuant to any pension or other retirement benefit plan, profit sharing, stock option, employee stock ownership, or other plans (the " Plans" ) in which Executive participated as of the Resignation Date shall be provided subject to and in accordance with the applicable provisions thereof.


III. Agreements of Executive


3.01. Resignation. Executive' s employment with employer will terminate on April 29, 2005 (the " resignation date" ). Effective on the resignation date, executive will be relieved of all

duties for and responsibilities with employer. Executive hereby resigns any and all officer, director and other positions with employer or any of its affiliates or plans effective on the resignation date.


3.02. Consideration. The severance payment and benefits set forth in Section IV of this Agreement are in addition to whatever is otherwise owed to Executive by Employer and shall be the only payment and benefits stemming from Executive' s employment with Employer to which he shall be entitled following his resignation.

3.03. No Admission of Liability. Executive agrees that the payment and benefits set forth in Section IV of this Agreement shall not be deemed or construed at any time for any purpose as an admission of liability or violation of any applicable law by Employer. Liability for any and all claims is expressly denied by Employer.


3.04. Release. Executive agrees that in consideration of the payment and benefits set forth in Section IV of this Agreement, Executive hereby releases and forever discharges Employer and its officers, directors, representatives, successors and assigns, and all persons acting by, through, under, or in concert with any of them, from all legal and equitable causes of action, that exist or have accrued as of the date of this Agreement, whether known or unknown, suspected or unsuspected including, but not limited to, all charges, complaints, claims, demands, liabilities, and obligations of any kind or nature that could be asserted against Employer by reason of Executive' s employment relationship with Employer, or separation thereof, or by Executive' s shareholder relationship with Employer. This irrevocable and unconditional release includes, but is not limited to, claims arising pursuant to the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, as amended (" ADEA" ); the Older Workers Benefit Protection Act (" OWBPA" ); the Americans with Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974, as amended; the Kentucky Civil Rights Act; the Kentucky Equal Opportunities Act; any state wage and hour laws; any state contract or tort law including, but not limited to, wrongful termination, breach of contract, breach of fiduciary duty, and infliction of emotional distress; any claims for attorneys' fees; or claims for any rights to future employment, wages and benefits with Employer other than those set forth herein. This is not a release or discharge of any of Employer' continuing obligations set forth in this Agreement. This release does not relieve Employer of any obligations to indemnify Executive or advance costs under any indemnification agreement or provision of Employer' s Articles of Incorporation or Bylaws.

3.05. Non-Disparagement. Executive agrees that for the period beginning on the date of execution of this Agreement and ending on July 9, 2007, he shall make no disparaging comments about Employer or any of its officers or directors to any third parties.

3.06. Voluntary Execution. Executive acknowledges and agrees that he is executing this Agreement of his own free will and is not executing this Agreement under any type of coercion or duress.


3.07. Consideration and Waiver Period. Executive acknowledges and agrees that

Employer has informed him that he has a period of time of not less than twenty-one (21) days within which to consider this Agreement or a reasonable facsimile thereof. Executive acknowledges that he has been advised by Employer that, in the event he executes this document, he is entitled to revoke his waiver of rights or claims arising under the ADEA and OWBPA within seven (7) days after executing this document and that this Agreement will not and does not become effective or enforceable until the seven (7) day revocation period has expired. This revocation must be in writing and personally delivered, or sent by certified mail, postmarked no later than the seventh (7 th ) day following the execution of this Agreement, to N. William White, President, 1 st Independence Bank, P.O. Box 1433, New Albany, IN 47151.

IV. Agreements of Employer

4.01. Severance payment. Pro ...