CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (the "Agreement"), entered into this 27th day of March, 2006, by and between 1st INDEPENDENCE FINANCIAL GROUP, INC., a Delaware corporation ("Parent"), and Gregory A. DeMuth ("Executive"), and joined in by 1st Independence Bank ("Bank"), Parent's wholly-owned subsidiary.


WITNESSETH


WHEREAS, Parent desires to assure the continued services of Executive on behalf of Parent and Bank on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt by any person to obtain control of Parent; and


WHEREAS, Parent recognizes that when faced with a proposal for a change of control of Parent, Executive will have a significant role in helping the Board of Directors of the Parent, or any successor thereto (the "Board") assess the options and advising the Board on what is in the best interests of Parent and its shareholders; and it is necessary for Executive to be able to provide this advice and counsel without being influenced by the uncertainties of his own situation; and


WHEREAS, Parent and Bank desire reasonable protection of their confidential business and customer information which they will develop over the years at substantial expense and assurance that Executive will not compete with Parent or Bank for a reasonable period of time after termination of his employment with Parent or Bank, except as otherwise provided herein.


NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be legally bound, covenant and agree as follows:


1. Employment.


(a) The Parent and Bank hereby agree that, effective upon a "Change of Control," (as defined in subsection 1(b)) and provided that Mr. DeMuth is still serving as an executive officer of the Parent and Bank at that time, they will continue to employ him as an executive officer of the Parent and Bank to perform the duties described herein, and Mr. DeMuth hereby accepts such employment on the terms and conditions stated herein. It is understood that prior to such "Change of Control," this Agreement shall confer no rights of employment or other benefits (or obligations) whatsoever upon him, and that he shall remain subject to termination at will.


(b) For purposes of this Agreement, a "Change of Control" shall mean (A) any merger, tender offer, consolidation or sale of substantially all of the assets of Parent, or related series of such events, as a result of which: (1) shareholders of Parent holding less than 50 percent of the outstanding voting securities of Parent or its survivor or successor before such event own more than 50 percent of such securities after such event; (2) persons holding less than 25 percent of such securities before such event own more than 50 percent of such securities after such event; or (3) persons constituting a majority of the Board of Directors were not directors of Parent for at least 24 preceding months; (B) any sale, lease, exchange, transfer, or other disposition of all or any substantial part of the assets of the Parent; or (C) any acquisition by any person or entity, directly or indirectly, of the beneficial ownership of 40 percent or more of the outstanding voting stock of the Parent, excluding acquisitions by individuals or entities who at the date of this Agreement were either a Director of the Parent or the beneficial owner (either directly or indirectly) of 10 percent or more of the voting securities of the Parent.


2. Term. Subject to provisions for termination set forth herein, the term of Mr. DeMuth's employment hereunder (the "Term") shall commence on the date of a Change of Control and shall extend until three years after the date of such Change of Control. The Term shall be renewed at the end of the initial Term and each extension thereof for an additional one (1) year if the Parent's and Bank's board of directors, or any board of directors of a successor thereof, determines by resolution to extend this Agreement prior to such anniversary.


3. Duties of Executive. The Executive shall be an executive officer of the Parent and Bank and shall perform such duties and responsibilities for the Parent and Bank as may be assigned to him by the Parent and/or Bank. During the Term, the Executive shall devote substantially all of his business time, attention and energy, and his reasonable best efforts, to the interests and business of the Parent and Bank and to the performance of his duties and responsibilities on behalf of the Parent and Bank.


4. Salary. Through out the Term, the Executive shall receive an annual minimum salary of One Hundred Twenty Thousand Dollars ($120,000) ("Base Compensation") payable at regular intervals in accordance with Bank's normal payroll practices in effect from time to time. The Board of Directors of Parent and Bank shall review Executive's salary on an annual basis and may, in its discretion, consider and declare from time to time increases in the Base Compensation that it pays Executive. Any and all increases in Executive's salary pursuant to this section shall cause the level of Base Compensation to be increased by the amount of each such increase for purposes of this Agreement. The increased level of Base Compensation as provided in this section shall become the level of Base Compensation for the remainder of the Term of this Agreement until there is a further increase in Base Compensation as provided herein.


5. Benefit Programs. During the Term, the Executive shall be entitled to participate in or receive benefits under (i) any life, health, hospitalization, medical, dental, disability or other insurance policy or plan, (ii) pension, retirement or Executive stock ownership plan, (iii) bonus or profit-sharing plan or program, (iv) deferred compensation plan or arrangement, and (v) any other Executive benefit plan, program or arrangement, made available by Parent or Bank on the date of this Agreement and from time to time in the future to Parent's or Bank's directors, officers and employees on a basis consistent with the terms, conditions and overall administration of the foregoing plans, programs or arrangements and with respect to which Executive is otherwise eligible to participate or receive benefits. The foregoing shall not prohibit Parent or Bank, in its sole discretion, from amending, modifying, freezing, suspending or terminating such plans, if any, from time to time in the future.


6. General Policies. During the Term:


(a) Executive shall receive reimbursement from Parent or Bank, as appropriate, for all reasonable business expenses incurred in the course of his employment by Parent and Bank, upon submission to Bank of written vouchers and statements for reimbursement.


(b) Executive shall attend, at his discretion and with the approval of the CEO, those professional meetings, conventions, and/or similar functions that he deems appropriate and useful for purposes of keeping abreast of current developments in the industry and/or promoting the interests of Parent and Bank.


(c) Executive shall be entitled to office space and working conditions consistent with his position as Parent's Executive Vice President and Bank's Executive Vice President.


(d) Executive shall be entitled to four (4) weeks per calendar year of paid vacation, which shall be utilized at such times when his absence will not materially impair Parent's or Bank's normal business functions. In addition to the vacation described above, Executive also shall be entitled to all paid holidays customarily given by Bank to its officers.


(e) All other matters relating to the employment of Executive by Parent and Bank not specifically addressed in this Agreement shall be subject to the general policies regarding employees of Parent and Bank in effect from time to time.


7. Termination. Subject to the respective continuing obligations of the parties, including but not limited to those set forth in subsections 9(a), 9(b), 9(c), and 9(d) hereof, Executive's employment by Parent and Bank may be terminated prior to the expiration of the Term of this Agreement as follows:


(a) Parent or Bank, by action of their respective Board of Directors and upon written notice to Executive, may terminate Executive's employment with Parent and Bank immediately for Cause. For purposes of this subsection 7(a), "Cause" shall be defined as (i) Executive's personal dishonesty of a material nature affecting Executive's ability to perform his duties under this Agreement, (ii) Executive's incompetence in the performance of his duties and obligations under this Agreement, (iii) Executive's willful misconduct or gross negligence, (iv) Executive's breach of fiduciary duty involving personal profit, (v) Executive's intentional failure to perform stated duties, (vi) Executive's conviction of any criminal offense which involves dishonesty or breach of trust or conviction of any felony, (vii) any requirement of a government agency or authority having jurisdiction over Parent or Bank, or (viii) any material violation by Executive of any material provision or covenant of this Agreement.


(b) Parent or Bank, by action of their respective Board of Directors, may terminate Executive's employment with Parent and Bank without Cause at any time; provided, however, that the "Date of Termination" for purposes of determining benefits payable to Executive under subsection 8(b) hereof shall be the date which is 30 days after Executive receives written notice of such termination.


(c) Executive, by written notice to Parent and Bank, may terminate his employment with Parent and Bank immediately for "Good Reason". For purposes of this subsection 7(c), "Good Reason" shall be defined as (i) any action by Parent's or Bank's Board of Directors to remove the Executive as Executive Vice President of Parent or Executive Vice President of Bank without the prior written consent of Executive, except where the Parent's and Bank's Board of Directors properly act to remove Executive from such office for Cause as defined in subsection 7(a) hereof, (ii) any action by Parent's or Bank's Board of Directors to materially limit, increase, or modify Executive's duties and/or authority as Executive Vice President of Parent or Executive Vice President of Bank (including his authority, subject to corporate controls no more restrictive than those in effect on the date hereof, to hire and discharge Executives who are not bona fide officers of Parent) without the prior written consent of Executive, except such change in duties as may be required by any government agency or authority having jurisdiction over Parent or Bank, or as may be required for the Board to perform its fiduciary obligations, (iii) any failure of Parent to obtain the assumption of the obligation to perform this Agreement by any successor, as contemplated in Section 18 hereof; (iv) any material violation by Parent or Bank of any material provision or covenant of this Agreement.


(d) Executive, upon 60 days' written notice to Parent and Bank, may terminate his employment with Parent and Bank without Good Reason.


(e) Executive's employment with Parent and Bank shall terminate in the event of Executive's death or disability. For purposes hereof, "Disability" shall have the meaning assigned to it by the Bank's then-in-place long term disability benefits plan, provided that notice of any termination by Parent and Bank because of Executive's "Disability" shall have been given to Executive prior to the full resumption by him of the performance of such duties.


(f) Nothing contained in this Agreement shall impair, affect or change any requirements otherwise imposed upon Parent or Bank or Executive by applicable statute, law, rule, regulation or other legal requirement, including, without limitation, Executive's COBRA rights upon termination of employment.


8. Termination Payments. In the event of termination of Executive's employment pursuant to Section 7 hereof, compensation shall continue to be paid to Executive as follows:


(a) In the event of termination pursuant to subsection 7(a) or 7(d), compensation provided for herein (including Base Compensation) shall continue to be paid, and Executive shall continue to participate in the Executive benefit, retirement, and compensation plans and other perquisites as provided in Sections 5 and 6 hereof, through the date of termination specified in the notice of termination in a manner consistent with the applicable terms of the governing plan documents. Any benefits payable under insurance, health, retirement and bonus plans as a result of Executive's participation in such plans through such date shall be paid when due under those plans. The date of termination specified in any notice of termination pursuant to subsection 7(a) shall be no later than the last business day of the month in which such notice is provided to Executive.


(b) In the event of termination pursuant to subsection 7(b) or 7(c):


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