(b) Notwithstanding anything to the contrary set forth herein, any payments andbenefits provided under this Agreement that constitute “deferred compensation” within themeaning of Code Section 409A, or any state law of similar effect, shall not commence inconnection with VEA’s termination of employment unless and until VEA has also incurred a“separation from service” (as such term is defined in Treasury Regulation Section1.409A-1(h), unless NCBE reasonably determines that such amounts may be provided to VEAwithout causing VEA to incur the additional 20% tax under Section 409A. If VEA is deemed onthe date of “separation from service” to be a “specified employee” within the meaning ofthat term under Code Section 409A(a)(2)(B), then, solely to the extent necessary to avoidthe incurrence of adverse personal tax consequences under Section 409A, with regard to anypayment or the provision of any benefit in connection with VEA’s separation from service,such payment or benefit shall be made or provided at the date which is the earlier of (A)the expiration of the six (6)-month period measured from the date of such “separation fromservice” of VEA, and (B) the date of VEA’s death (the “Delay Period”). Upon the expirationof the Delay Period, all payments and benefits delayed pursuant to this Paragraph 24(b)(whether they would have otherwise been payable in a single sum or in installments in theabsence of such delay) shall be paid or reimbursed to VEA in a lump sum, and any remainingpayments and benefits due under this Agreement shall be paid or provided in accordance withthe normal payment dates specified for them herein.(c) Whenever a payment is to be made promptly after a date, it shall be made as soon aspracticable but no later than sixty (60) days thereafter.(d) With regard to any provision herein that provides for reimbursement of expenses ortaxes or in-kind benefits: (i) the right to reimbursement or in-kind benefits is notsubject to liquidation or exchange for another benefit, and (ii) the amount of expenseseligible for reimbursement or in-kind benefits provided during any taxable year shall noteffect the expenses eligible for reimbursement or in-kind benefits to be provided in anyother taxable year, provided that the foregoing shall not be violated with regard toexpenses covered by Code Section 105(h) that are subject to a limit related to the period inwhich the arrangement is in effect. Any expense, tax or other reimbursement payment madepursuant to this Agreement or any plan, program, agreement or arrangement of NCBE referredto herein, shall be made on or before the last day of the taxable year following the taxableyear in which such expense, tax or other payment to be reimbursed was incurred.”The Contract is further amended by amending the references to “10(a)” and “10(f)” in Paragraph12(h) to read “12(a)” and “12(f)”, respectively.Except as modified by this Amendment, the terms of the Contract shall remain in full force andeffect.
 
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IN WITNESS WHEREOF, the parties have caused the execution of this Amendment (which executionmay be in counterparts, all of which shall constitute one and the same agreement) as of the datewritten above.      INTEGRA BANK CORPORATION