STOCK PURCHASE AGREEMENT

Exhibit 2.1

STOCK PURCHASE AGREEMENT

DATED AS OF OCTOBER 22, 2004

BETWEEN

PORTER BANCORP, INC.

AND

1 ^st INDEPENDENCE FINANCIAL GROUP, INC.

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT is made and entered into as of October 22, 2004 between Porter Bancorp, Inc., (“Purchaser”) and 1 ^st Independence Financial Group, Inc. (“Seller”).

R E C I T A L S:

A. Purchaser . Purchaser is a Kentucky corporation having its principal place of business in Shepherdsville, Kentucky.

B. Seller . Seller is a Delaware corporation having its principal place of business in Harrodsburg, Kentucky.

C. Board Action . The respective Boards of Directors of Purchaser and Seller have determined that it is in the best interests of their respective companies and their stockholders to consummate the Transaction as provided for herein.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein the Parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1. Certain Definitions. The following terms are used in this Agreement with the meanings set forth below:

“Affiliates” mean any Person, that directly or indirectly through one or more intermediaries, controls or is controlled by, or, is under common control with the Person specified.

“Agreement” means this Agreement, as amended or modified from time to time in accordance with Section 7.2.

“Bank Facility” means the real property and improvements located at 8620 Biggin Hill Lane, Louisville, Kentucky which are owned by Ascencia Bank, Inc., an Affiliate of Purchaser.

“Business Day” means Monday through Friday of each week, except a legal holiday recognized as such by the U. S. Government or any day on which banking institutions in the Commonwealth of Kentucky are authorized or obligated to close.

“Citizens” means Citizens Financial Bank, Inc., a Kentucky chartered commercial bank that is a majority owned subsidiary of Seller.

“Closing” and “Closing Date” have the meanings set forth in Section 2.2.

“Common Stock” means the outstanding common stock of Citizens, of which (i) Seller owns 140,815 shares and (ii) Minority Shareholders of Citizens own 111,535 shares.

“Effective Time” has the meaning set forth in Section 2.2.

“1 ^st Independence Bank” means 1 ^st Independence Bank, Inc., a Kentucky state chartered commercial bank, which is a wholly-owned subsidiary of Seller.

“FDIC” means the Federal Deposit Insurance Corporation.

“FRB” means the Board of Governors of the Federal Reserve System.

“GAAP” means generally accepted accounting principles accepted in the United States of America.

“Government Authority” means any federal or state court, administrative agency or commission or other governmental authority or instrumentality.

“HFFB Securities Purchase Agreement” means the Securities Purchase Agreement executed on March 29, 2001 between Citizens and Seller, a copy of which is attached as Annex A hereto.

“KOFI” means the Office of Financial Institutions in Kentucky.

“Liens” means any charge, mortgage, pledge, security interest, restriction, option, right of first refusal, limitation on voting right, claim, lien or encumbrance.

“Material Adverse Effect” means, (a) with respect to Citizens, any action, omission, change or effect that (i) is material and adverse to the financial position, results of operations or business of Citizens taken as a whole, or (ii) would materially impair the ability of Seller to perform its obligations under this Agreement or otherwise materially impede the consummation of the Transaction; provided, however, that a Material Adverse Effect shall not be deemed to include the impact of (A) changes in laws of general applicability or interpretations thereof by Government Authorities, and (B) changes in GAAP, and (b) with respect to Purchaser and Seller, any action, omission, change or effect that would materially impair the ability of such Party to perform its obligations under this Agreement or otherwise materially impede the consummation of the Transaction. For purposes of this definition, an effect is “material” to the financial position, results of operations or business of Citizens taken as a whole if, and only if it results, or is reasonably likely to result on or before the Closing, in the reduction of the Tangible Capital of Citizens below $3,500,000.

“Minority Shareholders” mean the shareholders of Citizens other than the Seller.

“Parties” mean Purchaser and Seller.

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“Person” means any individual, corporation, company, partnership (limited or general), joint venture, association, trust, or other entity, or similar contractual arrangement or relationship.

“Purchase Price Per Share” means $16.33.

“Purchaser” has the meaning set forth in the preamble to this Agreement.

“Sale Rights” means the rights of the Minority Shareholders to sell their respective shares of Common Stock pursuant to Section 8.2 of the HFFB Securities Purchase Agreement.

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller Consideration” shall mean Two Million Three Hundred Thousand Dollars ($2,300,000), i.e. the number of Seller Shares multiplied by the Purchase Price Per Share.

“Seller Shares” has the meaning set forth in Section 2.1(a).

“Share Purchase Agreements” mean the share purchase agreements between Purchaser and each of the Minority Shareholders that exercise their Sale Rights. A form of the Share Purchase Agreement is attached hereto as Exhibit B.

“Subsidiary” has the meaning assigned to it in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission.

“Tangible Capital” means the equity capital of Citizens computed in accordance with GAAP (including any deferred tax assets), less any recorded goodwill.

“Transaction” has the meaning set forth in Section 2.1(a).

“Transferred Shares” has the meaning set forth in Section 2.1(a).

ARTICLE II

THE TRANSACTION

2.1. Purchase and Sale of Citizens Common Stock.

(a) Purchase and Sale . Subject to the terms and conditions of this Agreement, at the Effective Time and upon fulfillment or waiver of each condition to Closing (as set forth in Article V hereof), (i) Seller, concurrent with each Minority Shareholder exercising its Sale Rights as contemplated under Section 4.7 herein, shall sell and deliver to Purchaser, and the Purchaser shall purchase and accept from the Seller and each such Minority Shareholder all of the shares of Common Stock held by the Seller (the “Seller Shares”) and the Common Stock tendered for sale by such Minority Shareholders pursuant to the exercise of Sale Rights (the “Tendered Minority Shares”), in each case for the Purchase Price Per Share and subject to sale pursuant to Share Purchase Agreements between Purchaser and the Minority Shareholders (the “Minority Shares”) (collectively, the “Transferred Shares”), free and clear of all Liens.

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The consummation of the purchase and sale of the Seller Shares for the Seller Consideration is referred to herein as the “Transaction.” Seller will convey or cause to be conveyed to Purchaser on the Closing Date a certificate or certificates representing the Seller Shares.

(b) Consideration . In consideration of the purchase and sale of the Transferred Shares pursuant to Section 2.1(a) hereof, at the Effective Time, Purchaser shall (i) deliver to Seller (in cash or by wire transfer of immediately available funds) an amount equal to the Seller Consideration, and (ii) in accordance with each Share Purchase Agreement between Purchaser and a Minority Shareholder, deliver to each Minority Shareholder exercising Sale Rights (in cash or by wire transfer of immediately available funds) an amount equal to the number of Tendered Minority Shares to be tendered by such Minority Shareholder under the applicable Share Purchase Agreement multiplied by the Purchase Price Per Share.

2.2. Effective Time; Closing. Subject to the satisfaction or waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the consummation of the Transaction, but subject to the fulfillment or waiver of those conditions), the Transaction shall become effective and title to the Transferred Shares shall pass to Purchaser upon the completion of the Closing (“Effective Time”). A closing (the “Closing”) shall take place immediately prior to the Effective Time at 10:00 a.m., Eastern Time, at the offices of Frost Brown Todd LLC, 400 West Market Street, 32 ^nd Floor, Louisville, Kentucky, on the fifth (5 ^th ) Business Day following the receipt of all necessary regulatory or governmental approvals and consents and the expiration of all waiting periods in respect thereof, or at such other place, at such other time, or on such other date as the Parties may mutually agree upon (any such date, the “Closing Date”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1. Representations and Warranties of the Seller. Seller represents and warrants to Purchaser the following, as of the date hereof and except as set forth in a specific item, or as specifically cross referenced in a specific item, in a Seller Disclosure Schedule. Each exception set forth in a Seller Disclosure Schedule is identified by reference to, or has been grouped by, a specific section or subsection of this Agreement and relates only to such section or subsection.

(a) Title of Shares and Voting Rights . Seller is the legal and beneficial owner of the Seller Shares. Seller has good and marketable title to the Seller Shares, free and clear of all Liens. Seller has full legal power, authority and right to vote the Seller Shares without the consent or approval of, or any other action on the part of, any other Person. Without limiting the generality of the foregoing, except for this Agreement, Seller has not (a) entered into any voting agreement with any person or entity with respect to Seller Shares, (b) granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to such shares, (c) deposited any of the Seller Shares in a voting trust or (d) entered into any arrangement or agreement with any person or entity limiting or affecting his or her legal power, authority or right to vote Seller Shares. The Seller Shares constitute not less than 55% of the outstanding shares of Common Stock on a fully diluted basis.

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(b) Organization and Qualification . Seller is a Delaware corporation duly organized, validly existing and in good standing under the laws of Delaware.

(c) Authorized and Effective Agreement . Seller has the full power and authority, and is duly authorized to enter into, execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Seller and is legally binding upon and enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.

(d) No Conflict . Neither the execution nor delivery of this Agreement nor the consummation of the Transaction will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on the Seller Shares under any agreement, instrument, order, judgment or decree to which Seller is a party, is bound or is subject and no further action is required to be taken by Seller, nor is it necessary for Seller to obtain any action, approval or consent by or from any Person or Government Authority, other than contemplated under Section 4.2, 4.5 and 4.6 herein, to enable Seller to enter into or perform its obligations under this Agreement.

(e) Brokers . No broker, investment banker, financial advisor or other Person on behalf of Seller is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transaction that will cause any payment obligation on the part of Purchaser.

(f) Capital Stock of Citizens . The authorized capital stock of Citizens consists of 625,000 shares of Common Stock, of which 252,350 shares are currently, and as of the Effective Time will be, issued and outstanding. Additionally, there are no outstanding options, warrants, contracts, or commitments to which Citizens is a party entitling any Person to purchase or otherwise acquire from Citizens any shares of capital stock of Citizens or any securities convertible into or exchangeable for any shares of the capital stock of Citizens.

(g) Litigation . No litigation, claim or other proceeding before any court or Government Authority is pending or to Seller’s knowledge threatened against Seller, its officers or directors, that if determined adversely to Seller, would materially impair the ability or the obligation of Seller to perform fully on a timely basis its obligations under this Agreement. To Seller’s knowledge, except as disclosed in Schedule 3.1(g), no litigation, claim or other proceeding before any court or Government Authority is pending against Citizens, its officers or directors, or any of Citizens’ Affiliates, and, no such litigation, claim or other proceeding has been threatened that would have a Material Adverse Effect on Citizens.

(h) Limitation on Rights of Seller Shares or Corporate Documents . Citizens’ Articles of Incorporation and Bylaws, current copies of which are attached hereto, do not limit the rights of or impose restrictions on the Seller Shares in any nature whatsoever, and, to Seller’s knowledge, no other actions have been taken by Citizens or its directors or its officer to amend its Articles of Incorporation or Bylaws.

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(i) Disclosures . No representation or warranty contained in Section 3.1 of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein not misleading.

3.2. Representations and Warranties of the Purchaser. Purchaser represents and warrants to Seller the following as of the date hereof:

(a) Organization and Qualification . Purchaser is a Kentucky corporation duly organized, validly existing and in good standing under the laws of Kentucky.

(b) Authorized and Effective Agreement . Purchaser has the corporate power and authority and is duly authorized to enter into, execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Purchaser and is legally binding upon and enforceable against Purchaser in accordance with its terms, except as enforceability m