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                                                                   EXHIBIT 10(o)

                      FIRST AMENDMENT TO CREDIT AGREEMENT

      THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 2002
(this "Amendment"), amends the Credit Agreement, dated as of August 30, 2002
(the "Credit Agreement"), among INTEGRA BANK CORPORATION, an Indiana corporation
(the "Borrower"), the various banks parties thereto (collectively, the "Banks")
and THE NORTHERN TRUST COMPANY, as agent (the "Agent") for the Lenders. Terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein.

      WHEREAS, the parties hereto have entered into the Credit Agreement, which
provides for the Banks to extend certain credit facilities to the Borrower from
time to time; and

      WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

      SECTION 1. AMENDMENTS. Effective as of December 31, 2002, the Credit
Agreement shall be amended in accordance with Sections 1.1 through 1.4 below.

      1.1 Trust Issuer. The definition of "Trust Issuers" in Section 1.1 of the
Credit Agreement is hereby amended to state in its entirety as follows:

            "Trust Issuers" shall mean Integra Capital Trust I, a Delaware
            statutory business trust, Integra Capital Trust II, a Delaware
            statutory business trust, and any other statutory business trust
            subsidiary of the Borrower.

      1.2 Subordinated Indebtedness. Section 1.1 of the Credit Agreement is
hereby amended to include the following additional definition:

            "Subordinated Indebtedness" shall mean any Indebtedness of the
            Borrower however evidenced which by the terms is expressly
            subordinate and junior in right of payment to the prior payment of
            the obligations of the Borrower hereunder and under the Notes on
            terms satisfactory to the Banks.
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      1.3 Net Income to Average Assets. Section 8.4(c) of the Credit Agreement
is hereby amended by the deletion of the number "0.60" and the substitution of
the number "0.50" therefore.

      1.4 Indebtedness. Section 8.5(vi) of the Credit Agreement is hereby
amended to read as follows:

            (vi) the total amount of Subordinated Indebtedness, Trust
            Indebtedness and Trust Guarantees, including any Trust Indebtedness
            existing as of the date of the First Amendment hereto and any
            refinancing thereof, in an aggregate amount not in excess of
            $67,500,000 at any time outstanding.

      SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective
when each of the conditions precedent set forth in this Section 2 shall have
been satisfied, and notice thereof shall have been given by the Agent to the
Borrower and the Banks.

      2.1 Receipt of Documents. The Agent shall have received this Amendment,
duly executed by the Borrower, the Agent and the Banks.

      2.2 Compliance with Warranties, No Default, etc. After giving effect to
the effectiveness of this Amendment, the following statements by the Borrower
shall be true and correct (and the Borrower, by its execution of this Amendment,
hereby represents and warrants to the Agent and each Bank that such statements
are true and correct as at such times):

            (a) the representations and warranties set forth in Section 7 of the
      Credit Agreement shall be true and correct with the same effect as if then
      made (unless stated to relate solely to an earlier date, in which case
      such representations and warranties shall be true and correct as of such
      earlier date); and

            (b) no Default shall have then occurred and be continuing,

      SECTION 3. REPRESENTATIONS AND WARRANTIES. To induce the Banks and the
Agent to enter into this Amendment, the Borrower hereby represents and warrants
to the Agent and each Bank as follows:

      3.1 Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by the Borrower of this Amendment are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not

            (a) contravene the Borrower's charter or by laws;

            (b) contravene any contractual restriction, law or governmental
      regulation or court decree or order binding on or affecting the Borrower;
      or

            (c) result in, or require the creation or imposition of, any Lien on
      any of the Borrower's properties.


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      3.2 Government Approval, Regulation, etc. No authorization or approval or
other action by, and no notice to or filing with, any governmental authority or
regulatory body or other Person is required for the due execution, delivery or
performance by the Borrower of this Amendment.

      3.3 Validity, etc. This Amendment constitutes the legal, valid and binding
obligation of the Borrower enforceable in accordance with its terms.

      SECTION 4. MISCELLANEOUS.

      4.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as amended hereby,
shall remain in full force and effect and is hereby ratified, approved and
confirmed in each and every respect.

      4.2 Payment of Costs and Expenses. The Borrower agrees to pay on demand
all expenses of the Agent (including the fees and out-of-pocket expenses of
counsel to the Agent) in connection with the negotiation, preparation, execution
and delivery of this Amendment.

      4.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.

      4.4 Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.

      4.5 Execution in Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

      4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

      4.7 Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.


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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                           INTEGRA BANK CORPORATION

                                           By /s/ CHARLES A. CASWELL
                                              ----------------------
                                              Title: Chief Financial Officer


                                           THE NORTHERN TRUST COMPANY,
                                               individually and as Agent

                                           By /s/ ALISA A. WAXMAN
                                              -------------------
                                              Title: Vice President


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