Exhibit 10. 2


AMENDMENT 
TO

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT 

This amendment (the
“Amendment”) is effective as of the 15th day of
December, 2016, and is made by and among Independence
Bancshares Inc., a South Carolina corporation (the “Company”), Independence
National Bank (the “Bank”), a national bank and wholly owned subsidiary of the
Company (the Company and the Bank collectively referred to herein as the
“Employer”), and Schaefer M. Carpenter, an individual resident of South Carolina
(the “Executive”). This Agreement amends that certain Amended and Restated
Employment Agreement between the Employer and the Executive, dated December 10,
2008.

WHEREAS, the Employer and
the Executive entered into an employment agreement, dated January 10, 2005 (the
“Original Agreement”), whereby the Executive agreed to serve as Retail Banking
Director of the Company and the Bank; 

WHEREAS, the Employer and
the Executive amended and restated the Original Agreement, effective as of
December 10, 2008 (the “Amended and Restated Agreement”), to make certain
updates to the Original Agreement required for compliance with Internal Revenue
Code Section 409A; 

WHEREAS, the parties now
desire to further amend the Amended and Restated Agreement to make certain
additional updates required for compliance with Internal Revenue Code Section
409A. 

NOW, THEREFORE, the
Company, the Bank, and the Executive do hereby agree as follows: 

1. Section 4(g) of the
Amended and Restated Agreement is hereby deleted in its entirety and replaced
with the following: 

(g) The Executive may terminate this Agreement for
Good Reason upon delivery of a Notice of Termination to the Employer or the
Employer may terminate this Agreement without Cause upon delivery of a Notice of
Termination to the Executive, in each case within a 90-day period beginning on
the 30th day after the occurrence of a Change in Control or within a 90-day
period beginning on the one year anniversary of the occurrence of a Change in
Control. If the Executive's employment is terminated pursuant to this provision,
in addition to other rights and remedies available in law or equity, the
Executive shall be entitled to the following: 

(i) the Employer shall pay
the Executive in cash within fifteen days of the date of termination severance
compensation in a lump sum amount equal to his then current monthly base salary
multiplied by 12, plus any bonus earned or accrued through the date of
termination (including any amounts awarded for previous years but which were not
yet vested); 








(ii) Executive may continue
participation, in accordance with the terms of the applicable benefits plans, in
the Employer’s group health plan pursuant to plan continuation rules under the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In accordance with
COBRA, assuming Executive is covered under the Employer’s group health plan as
of his date of termination, Executive will be entitled to elect COBRA continuation
coverage for the legally required COBRA period (the “Continuation Period”). If
Executive elects COBRA coverage for group health coverage, he will be obligated
to pay the portion of the full COBRA cost of the coverage equal to an active
employee’s share of premiums for coverage for the respective plan year and the
Employer’s share of such premiums shall be treated as taxable income to
Executive. Notwithstanding the above, the Employer’s obligations hereunder with
respect to the foregoing benefits provided in this subsection (ii) shall be
limited to the extent that if Executive obtains any coverage pursuant to a
subsequent employer’s benefit plans which duplicates the Executive’s coverage,
the duplicative coverage may be terminated by Employer; and 

(iii) the restrictions on
any outstanding incentive awards (including restricted stock) granted to the
Executive under the Company's or the Bank’s long-term equity incentive program
or any other incentive plan or arrangement shall lapse and such awards shall
become 100% vested, all stock options and stock appreciation rights granted to
the Executive shall become immediately exercisable and shall become 100% vested,
all performance units granted to the Executive shall become 100% vested, and the
restrictive covenants contained in Section 9 shall not apply to the Executive.


2. Section 17(i) of the
Amended and Restated Agreement is hereby deleted in its entirety and replaced
with the following:

(i) “Standard payroll procedures" shall mean payment no less frequently than
monthly, including the written payroll procedures of the Employer. 

3. The parties agree and
acknowledge that the purpose of this Amendment is to revise the Amended and
Restated Agreement to make certain updates required for compliance with Internal
Revenue Code Section 409A and other legal compliance-related changes and any
provision in the Amended and Restated Agreement to the contrary shall be of no
further force and effect. 

4. All other terms and
conditions of the Amended and Restated Agreement, except as modified herein,
shall remain in full force and effect and shall be binding on the parties
hereto, their heirs, successors and assigns.

[Signatures appear on
following page.] 







IN WITNESS WHEREOF, the
Employer have caused this Amendment to be executed and its respective seals to
be affixed hereunto by its respective officers thereunto duly authorized, and
the Executive has signed and sealed this Amendment, effective as of the date
first above written. 

		          	          	INDEPENDENCE BANCSHARES, INC.
	ATTEST:			 
	By:			By:	/s/ Robert
      B. Willumstad
	 				
	Name:	 		Name: 	Robert B.
      Willumstad
	 				
	 	 	 	Title:	Chairman of
      the Board
	 
				INDEPENDENCE NATIONAL BANK
	ATTEST:			
	By:			By:	/s/ Lawrence
      R. Miller
	 				
	Name:			Name:	Lawrence R.
      Miller
	 				
				Title:	President
      and Chief Executive Officer
	 
				EXECUTIVE
	 
				/s/ Schaefer M. Carpenter
				Schaefer M.
      Carpenter