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                                                                   Exhibit 10(q)


                               FIRST AMENDMENT OF
                            INTEGRA BANK CORPORATION
                             EMPLOYEES' 401(K) PLAN

                  This First Amendment of Integra Bank Corporation Employees'
401(k) Plan is adopted by Integra Bank Corporation.

                                   Background

                  1.       Effective July 1, 2000, Integra Bank Corporation
("Employer") amended and completely restated the Employees' Savings and Profit
Sharing Plan of National City Bancshares, Inc. and renamed it the Integra Bank
Corporation Employees' 401(k) Plan ("Plan").

                  2.       The Employer wishes to amend the Plan further.

                                    Amendment

                  THEREFORE, the Plan is amended as follows:

                  1.       Effective June 1, 2001, the following definitions set
forth in Section 2.01 are deleted in their entirety: "Applicable Election
Period," "Qualified Election," "Qualified Joint and Survivor Annuity,"
"Qualified Preretirement Survivor Annuity," and "Single Life Annuity."

                  2.       Effective January 1, 2001, a new Subsection (5) is
added to the definition of "Continuous Service" at Section 2.01 of the Plan to
read as follows:

                  (5)      For purposes of this Subsection, with respect to a
         Related Employer that adopts the Plan after July 1, 1997, any period of
         time with the Related Employer before it becomes a Related Employer is
         considered a period of time with the Employer.

                  3.       Effective February 1, 2001, a new sentence is added
at the end of the definition of "Eligible Employee" at Section 2.01 of the Plan
to read as follows:

                  An Employee who, on January 31, 2001, is employed by Webster
         Bank Corporation d/b/a West Kentucky Bank, is not considered an
         Eligible Employee before April 1, 2001.
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                  4.       Effective with respect to benefits paid as of or
after Annuity Starting Dates on or after June 1, 2001, and with respect to
benefits paid to Participants who first become Participants on or after February
22, 2001, Article VII is amended to read as follows:

                  Section 7.01. General. Except as provided in Section 7.05, the
         Participant's Accounts invested in Company Stock will be distributed in
         the form of cash or Company Stock, as elected by the Participant or
         Beneficiary, except that the value of any fractional shares of Company
         Stock will be distributed in cash.

                  Section 7.02. Termination and Disability Benefits. If a
         Participant incurs a Disability or terminates employment for any reason
         other than death, his vested Accounts will be distributed as provided
         in this Section. If the value of a Participant's vested Accounts
         exceeds $5,000, the Participant may elect at any time after incurring a
         Disability or terminating employment to receive the vested portion of
         his Accounts in a lump sum. If a Participant files a written election
         with the Plan Administrator pursuant to the preceding sentence, the
         Plan Administrator will cause his vested Accounts to be distributed to
         him as soon as administratively feasible after it receives his
         election.

                  Section 7.03. Death Benefits. If a Participant dies, his
         remaining vested Accounts will be distributed in a lump sum to his
         Beneficiary as soon as administratively feasible after his death.
         Notwithstanding the preceding sentence, if the Participant's
         Beneficiary is his Spouse, payment of the lump sum to the Spouse will
         be made as of the date elected in writing by the Spouse.

                  Section 7.04. Payment of Small Accounts. Notwithstanding any
         other provision of the Plan, if the value of any benefit payable under
         the Plan does not exceed $5,000, the benefit will be paid to the
         Participant (or the Participant's Beneficiary) in a lump sum payment as
         soon as administratively feasible after the Participant is determined
         to be Disabled, terminates employment or dies, whichever is applicable.
         For purposes of this Section, if the present value of a Participant's
         vested benefit is zero, the Participant will be deemed to have received
         a distribution.

                  Section 7.05. Permitted Withdrawals from Voluntary Account. A
         Participant may elect at any time to withdraw the entire amount
         allocated to his Voluntary Account in a lump sum cash payment. The Plan
         Administrator will distribute the Participant's Voluntary Account in
         accordance with the Participant's election.

                  Section 7.06. Other Distribution Rules Imposed by Federal Law.
         This Section has been included in the Plan to comply with the
         limitations imposed by Code paragraphs 401(a)(9) and 401(a)(14), and it
         will not be construed as


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         providing for a form of benefit not otherwise provided for under the
         Plan. Notwithstanding any provision of this Plan to the contrary, any
         distribution under the Plan will be made in accordance with regulations
         under Code paragraph 401(a)(9) and will comply with the following
         rules:

                           (a)      Unless a Participant elects otherwise, the
                  payment of his benefits under the Plan must begin not later
                  than the 60th day after the end of the Plan Year in which
                  occurs the latest of (1) the Participant's 65th birthday, (2)
                  the 10th anniversary of the Plan Year in which the Participant
                  began participation in the Plan, or (3) termination of the
                  Participant's employment with the Employer.

                           (b)      For purposes of this Section, "required
                  beginning date" means, with respect to a Participant who is
                  not a 5% owner as described in Code section 416, April 1 of
                  the calendar year following the later of (1) the calendar year
                  in which the Participant reaches age 70-1/2 or (2) the
                  calendar year in which the Participant retires. With respect
                  to a Participant who is a 5% owner as described in Code
                  section 416, "required beginning date" means April 1 of the
                  calendar year following the calendar year in which the
                  Participant reaches age 70-1/2.

                           (c)      Notwithstanding any other provision of this
                  Plan, the entire interest of each Participant will be
                  distributed either (1) in a single lump sum payment not later
                  than the required beginning date, or (2) in a series of
                  payments beginning not later than the required beginning date
                  over the life of the Participant or over the lives of the
                  Participant and a designated Beneficiary (or over a period not
                  extending beyond the life expectancy of the Participant or the
                  life expectancy of the Participant and a designated
                  Beneficiary). If a Participant's entire interest is to be
                  distributed in other than a lump sum, then the amount to be
                  distributed each year must be at least an amount equal to the
                  quotient obtained by dividing the Participant's entire
                  interest by the life expectancy of the Participant or joint
                  and last survivor expectancy of the Participant and designated
                  Beneficiary. Life expectancy and joint and last survivor
                  expectancy are computed by the use of the expected return
                  multiples contained in Tables V and VI of 26 C.F.R. Section
                  1.72-9. For purposes of this computation, life expectancies
                  will not be recalculated.

                           (d)      If (1) the distribution of a Participant's
                  interest has begun in accordance with Subsection (c) and (2)
                  the Participant dies before his entire interest has been
                  distributed to him, the remaining portion of his interest will
                  be distributed at least as rapidly as under the method of
                  distribution being used under Subsection (c) as of the date of
                  his death.

                           (e)      Except as provided in Subsection (f), if a
                  Participant dies before the distribution of his interest has
                  begun in accordance with


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                  Subsection (c), the entire interest of the Participant will be
                  distributed within 5 years after his death.

                           (f)      For purposes of Subsection (e), any portion
                  of a distribution that is payable to (or for the benefit of) a
                  designated Beneficiary will be treated as completely
                  distributed on the date the distributions begin if:

                                    (1)      that portion is to be distributed
                           (in accordance with regulations prescribed by the
                           Secretary) over the life of the designated
                           Beneficiary (or over a period not extending beyond
                           the life expectancy of the Beneficiary), and

                                    (2)      those distributions begin by the
                           latest of (i) one year after the date of the
                           Participant's death, (ii) any later date that the
                           Secretary may establish by regulations, or (iii) if
                           the Beneficiary is the Participant's surviving
                           Spouse, the date that the Participant would have
                           reached age 70-1/2.

                           (g)      If the designated Beneficiary is the
                  surviving Spouse of the Participant, and if the surviving
                  Spouse dies before the distributions to the Spouse begin,
                  Subsections (d), (e), and (f) will be applied as if the
                  surviving Spouse were the Participant.

                           (h)      For purposes of Subsection (f), payments
                  will be calculated by use of the expected return multiples
                  specified in Tables V and VI of 26 C.F.R. Section 1.72-9. Life
                  expectancies of Beneficiaries will be calculated at the time
                  payment first commences without further recalculation.

                           (i)      For purposes of Subsections (c), (d), (e),
                  and (f), if any amount paid to a child of the Participant
                  becomes payable to the surviving Spouse when the child reaches
                  the age of majority, that amount will be treated as if it had
                  been paid to the surviving Spouse.

                           (j)      The method of distribution selected must
                  assure that at least 50% of the present value of the amount
                  available for distribution is paid within the life expectancy
                  of the Participant.

                  Section 7.07. Beneficiaries. A Participant's Beneficiary shall
         be determined pursuant to this Section.

                           (a)      A Participant's Spouse shall be his
                  Beneficiary, unless the Spouse has consented to the
                  appointment of another Beneficiary in accordance with
                  Subsection (c). Except as provided in the preceding sentence,
                  "Beneficiary" means the person or persons, including a
                  trustee, designated in writing by a Participant pursuant to
                  practices of, or rules prescribed by, the Plan Administrator,
                  as the recipient of a benefit payable


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                  under the Plan following the Participant's death. To be
                  effective, a Beneficiary designation must be filed with the
                  Plan Administrator during the Participant's life and
                  acknowledged by the Plan Administrator in writing.

                           (b)      If no person has been designated as the
                  Beneficiary of a Participant, or if no person so designated
                  survives the Participant, then the Beneficiary shall be
                  determined as follows:

                                    (1)      If the Participant is survived by a
                           Spouse, the Spouse shall be the Participant's
                           Beneficiary.

                                    (2)      If the Participant is not survived
                           by a Spouse, the Participant's estate shall be the
                           Participant's Beneficiary.

                  If any amount becomes payable under the Plan to a Beneficiary
                  who survives the Participant but dies before receiving the
                  benefit due him, and if the Participant has not named a
                  contingent Beneficiary who survives the Participant, the
                  Participant's remaining vested Accounts will be paid in a lump
                  sum as soon as administratively feasible following the
                  Beneficiary's death to the Beneficiary's estate.

                           (c)      A Participant's designation of someone other
                  than his Spouse as his Beneficiary will not be given effect
                  unless the Participant's Spouse consents to the designation in
                  writing, her consent acknowledges the effect of the
                  Participant's designation and her consent, and the consent is
                  witnessed by a Plan representative or a notary public.
                  Notwithstanding this consent requirement, if the Participant
                  establishes to the Plan Administrator's satisfaction that the
                  written consent cannot be obtained because there is no Spouse
                  or the Spouse cannot be located, the designation will be
                  deemed to have the Spouse's consent. If a Participant is
                  legally separated from his Spouse or has been abandoned by his
                  Spouse (within the meaning of local law) and the Participant
                  has a court order to that effect, the Spouse's consent will
                  not be required unless a Qualified Domestic Relations Order
                  provides otherwise. Any spousal consent will be valid only
                  with respect to the Spouse who signs the consent, or in the
                  case of a deemed consent, the designated Spouse. If a
                  Participant's Spouse is legally incompetent to give consent,
                  the Spouse's legal guardian (even if the guardian is the
                  Participant) may give consent. A Participant may revoke a
                  prior designation of a non-Spouse Beneficiary without his
                  Spouse's consent at any time before the distribution of his
                  Accounts begins.

                  Section 7.08. Effect of Government Regulation on Payment of
         Benefits. If any regulation of the federal government or a federal
         agency prohibits or prevents the payment or distribution of benefits in
         the manner provided in the


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         Plan, the Plan Administrator will conform to the regulation without
         amendment of the Plan.

                  Section 7.09. Inalienability of Benefits. Except as provided
         in this Section, no Plan benefit will be subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, or charge, whether voluntary or involuntary, and any
         attempt to anticipate, alienate, sell, transfer, assign, pledge,
         encumber, or charge a Plan benefit will be void. The prohibition set
         out in the preceding sentence will not apply to the creation,
         assignment, or recognition of a right to any benefit payable with
         respect to a Participant pursuant to a Qualified Domestic Relations
         Order, or to any offset of a Participant's Accounts against an amount
         that the Participant is ordered or required to pay to the Plan pursuant
         to Code subparagraph 401(a)(13)(c).

                  Section 7.10. Payments for Benefit of Incompetents. If any
         benefit is payable to a minor or other person legally incompetent and
         the Plan Administrator is aware of that person's status, the Plan
         Administrator will direct that payments be made to the legal guardian
         of that person or to such other person or organization as a court of
         competent jurisdiction may direct.

                  Section 7.11. Qualified Domestic Relations Orders. If a
         Qualified Domestic Relations Order provides for the payment of all or a
         portion of a Participant's Accounts to an Alternate Payee, distribution
         to the Alternate Payee will be made at any time specified in the
         Qualified Domestic Relations Order, irrespective of whether the
         Participant has reached the "earliest retirement age," as defined in
         Code subsection 414(p).

                  Section 7.12. Direct Rollovers. Notwithstanding any provision
         of the Plan to the contrary that would otherwise limit a Distributee's
         election under this Section, a Distributee may elect, at the time and
         in the manner prescribed by the Plan Administrator, to have any portion
         of an Eligible Rollover Distribution paid directly to an Eligible
         Retirement Plan specified by the Distributee in a Direct Rollover.

                  5.       Effective January 1, 2000, a new Section 14.06 is
added to the Plan to read as follows:

                  Section 14.06. An Eligible Employee may elect to transfer his
         benefits under a Retirement Plan to this Plan in accordance with
         Treasury regulation section 1.411(d)-4, A-3(b). If the Plan
         Administrator determines that the Plan will accept the benefits, it
         will cause the benefits to be transferred to the Plan in accordance
         with the Eligible Employee's election.


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                  This First Amendment of Integra Bank Corporation Employees'
401(k) Plan is executed on behalf of Integra Bank Corporation by its duly
authorized officer this 7th day of March 2001.


                                            INTEGRA BANK CORPORATION


                                            By /s/ JAMES ADAMS
                                              ----------------------------------
                                                         (Signature)

ATTEST:
                                              JAMES ADAMS
/s/ NANCY EPPERSON                            ----------------------------------
--------------------------------
(Signature)                                               (Printed)


NANCY EPPERSON                                CFO
--------------------------------              ----------------------------------
(Printed)                                                  (Title)


HR Director
--------------------------------
(Title)




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