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                                                                   Exhibit 10(s)

                               THIRD AMENDMENT OF
                            INTEGRA BANK CORPORATION
                             EMPLOYEES' 401(k) PLAN

            This Third 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 Integra Bank Corporation
Employees' 401(k) Plan ("Plan").

            2.    The Plan was amended by the First and Second Amendments.

            3.    The Employer now wishes to amend the Plan further.

                                    AMENDMENT

            1.    Effective January 1, 2001, the definition of "Regulatory
Compensation" in Section 2.01 of the Plan is amended by adding the following
sentence:

      For limitation years beginning on or after January 1, 2001, Regulatory
      Compensation paid or made available during such limitation years shall
      include elective amounts that are not includible in the gross income of
      the Participant by reason of Code section 132(f)(4).

            2.    Effective January 1, 2002, Section 4.02(a) of the Plan is
amended to read as follows:

            (a)   Pursuant to Section 15.08 of the Plan, a Participant may elect
      to have Elective Deferrals made on his behalf by entering into a written
      salary redirection agreement with the Employer that authorizes payroll
      deductions; provided, however, that any election will be subject to
      reduction by the Plan Administrator in accordance with Section 4.03 of the
      Plan.

            3.    Effective January 1, 2001, a new Subsection 7.06(k) is
added to the Plan to read as follows:

            (k)   With respect to distributions under the Plan made for calendar
      years beginning on or after January 1, 2001, the Plan will apply the
      minimum distribution requirements of Code section 401(a)(9) in accordance
      with the regulations under Code
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      section 401(a)(9) that were proposed on January 17, 2001, notwithstanding
      any provision of the Plan to the contrary. This provision shall continue
      in effect until the end of the last calendar year beginning before the
      effective date of final regulations under Code section 401(a)(9) or such
      other date as may be specified in guidance issued by the Internal Revenue
      Service.

            4.    Effective January 1, 2002, the following new Article XV is
added to the Plan to read as follows:

                                   ARTICLE XV

                                EGTRRA AMENDMENTS

            Section 15.01.  General.

            (a)   Adoption and Effective Date of Article. This Article of the
Plan reflects certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001("EGTRRA"). This Article is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided, the
provisions of this Article shall be effective as of January 1, 2002.

            (b)   Supersession of Inconsistent Provisions. The provisions of
this Article shall supersede any other provisions of the Plan to the extent
those provisions are inconsistent with the provisions of this Article.

            Section 15.02.  Limitations On Contributions.

            (a)   Effective Date. This Section shall be effective for limitation
years beginning after December 31, 2001.

            (b)   Maximum Annual Addition. Except to the extent permitted under
Section 15.09 of the Plan and Code section 414(v), if applicable, the Annual
Addition that may be contributed or allocated to a Participant's Accounts under
the Plan for any limitation year shall not exceed the lesser of:

            (i)   $40,000, as adjusted for increases in the cost-of-living
                  under Code section 415(d), or

            (ii)  100 percent of the Participant's Regulatory Compensation
                  for the limitation year.

The Regulatory Compensation limit referred to in (b) shall not apply to any
contribution for medical benefits after Severance from Service (within the
meaning of Code section 401(h) or Code section 419A(f)(2) which is otherwise
treated as an Annual Addition.


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            Section 15.03. Increase In Compensation Limit. The Compensation of
each Participant taken into account in determining allocations for any Plan Year
beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Code section 401(a)(17)(B). Annual
Compensation means Compensation during the Plan Year or such other consecutive
12-month period over which Compensation is otherwise determined under the Plan
(the determination period). The cost-of-living adjustment in effect for a
calendar year applies to Compensation for the determination period that begins
with or within such calendar year.

            Section 15.04. Modification of Top-Heavy Rules.

            (a)   Effective Date. Notwithstanding any other provisions of the
Plan to the contrary, this Section shall apply for purposes of determining
whether the Plan is a Top-Heavy Plan under Code section 416(g) for Plan Years
beginning after December 31, 2001, and whether the Plan satisfies the minimum
benefits requirements of Code section 416(c) for such years.

            (b)   Determination of Top-Heavy Status.

                  (1)   Key Employee. Key Employee means any Employee or former
            Employee (including any deceased Employee) who at any time during
            the Plan Year that includes the Determination Date was an officer of
            the Employer having annual compensation greater than $130,000 (as
            adjusted under Code section 416(i)(1) for Plan Years beginning after
            December 31, 2002), a 5-percent owner of the Employer, or a
            1-percent owner of the Employer having annual compensation of more
            than $150,000. For this purpose, annual compensation means
            compensation within the meaning of Code section 415(c)(3). The
            determination of who is a Key Employee will be made in accordance
            with Code section 416(i)(1) and the applicable regulations and other
            guidance of general applicability issued thereunder.

                  (2)   Determination of Present Values and Amounts. This
            Section (2) shall apply for purposes of determining the present
            values of accrued benefits and the amounts of Account balances of
            Employees as of the Determination Date.

                        (i)   Distributions During Year Ending on the
                  Determination Date. The present values of accrued benefits and
                  the amounts of Account balances of an Employee as of the
                  Determination Date shall be increased by the distributions
                  made with respect to the Employee under the Plan and any plan
                  aggregated with the Plan under Code Section 416(g)(2) during
                  the 1-year period ending on the Determination Date. The
                  preceding sentence shall also apply to distributions under a
                  terminated plan which, had it not been terminated, would have
                  been aggregated with the Plan under Code section
                  416(g)(2)(A)(i). In the case of a distribution made for a
                  reason other than separation from service, death, or
                  disability, this


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                  provision shall be applied by substituting "5-year period" for
                  "1-year period."

                        (ii)  Employees Not Performing Services During Year
                  Ending on the Determination Date. The accrued benefits and
                  Accounts of any individual who has not performed services for
                  the Employer during the 1-year period ending on the
                  Determination Date shall not be taken into account.

                  (3)   Minimum Benefits.

                        (i)   Matching Contributions. Employer Matching
                  Contributions shall be taken into account for purposes of
                  satisfying the minimum contribution requirements of Code
                  section 416(c)(2) and the Plan. The preceding sentence shall
                  apply with respect to Matching Contributions under the Plan
                  or, if the Plan provides that the minimum contribution
                  requirement shall be met in another plan, such other plan.
                  Employer Matching Contributions that are used to satisfy the
                  minimum contribution requirements shall be treated as Matching
                  Contributions for purposes of the actual contribution
                  percentage test and other requirements of Code section 401(m).

                        (ii)  Contributions Under Other Plans. The Employer may
                  provide that the minimum benefit requirement shall be met in
                  another plan (including another plan that consists solely of a
                  cash or deferred arrangement which meets the requirements of
                  Code section 401(k)(12) and matching contributions with
                  respect to which the requirements of Code section 401(m)(11)
                  of the Code are met).

            Section 15.05. Direct Rollovers of Plan Distributions.

            (a)   Effective Date. This Section shall apply to distributions made
after December 31, 2001.

            (b)   Modification of Definition of Eligible Retirement Plan. For
purposes of the direct rollover provisions in Section 7.12 of the Plan, an
Eligible Retirement Plan shall also mean an annuity contract described in Code
section 403(b) and an eligible plan under Code section 457(b) which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from this Plan. The
definition of Eligible Retirement Plan shall also apply in the case of a
distribution to a surviving Spouse, or to a Spouse or former Spouse who is the
alternate payee under a Qualified Domestic Relations Order.

            (c)   Modification of Definition of Eligible Rollover Distribution
To Exclude Hardship Distributions. For purposes of the direct rollover
provisions in Section 7.12 of the Plan, any amount that is distributed on
account of hardship shall not be an Eligible Rollover


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Distribution and the distributee may not elect to have any portion of such a
distribution paid directly to an Eligible Retirement Plan.

            (d)   Modification of Definition of Eligible Rollover Distribution
to Include After-Tax Employee Contributions. For purposes of the Direct Rollover
provisions in Section 7.12 of the Plan, a portion of a distribution shall not
fail to be an Eligible Rollover Distribution merely because the portion consists
of after-tax Employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual retirement
account or annuity described in Code section 408(a) or (b), or to a qualified
defined contribution plan described in Code section 401(a) or 403(a) that agrees
to separately account for amounts so transferred, including separately
accounting for the portion of such distribution which is includible in gross
income and the portion of such distribution which is not so includible.

            Section 15.06. Rollovers Disregarded In Involuntary Cashouts.

            (a)   Applicability and Effective Date. This Section shall apply
with respect to distributions made after December 31, 2001.

            (b)   Rollovers Disregarded in Determining Value of Accounts for
Involuntary Distributions. For purposes of Section 7.04 of the Plan, the value
of a Participant's nonforfeitable Accounts shall be determined without regard to
that portion of the Accounts that is attributable to Rollover Contributions (and
earnings allocable thereto) within the meaning of Code sections 402(c),
403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the
Participant's nonforfeitable Accounts as so determined is $5,000 or less, the
Plan shall immediately distribute the balance of the Participant's entire
nonforfeitable Accounts.

            Section 15.07. Repeal of Multiple Use Test. The multiple use test
described in Treasury Regulation section 1.401(m)-2 and Section 4.05 of the Plan
shall not apply for Plan Years beginning after December 31, 2001.

            Section 15.08. Elective Deferrals - Contribution Limitation. No
Participant shall be permitted to have Elective Deferrals made under this Plan,
or any other qualified plan maintained by the Employer during any taxable year,
in excess of the dollar limitation contained in Code section 402(g) in effect
for such taxable year, except to the extent permitted under Section 15.09 of
this Plan and Code section 414(v), if applicable.

            Section 15.09. Catch-Up Contributions. All Participants who are
eligible to make Elective Deferrals under this Plan and who have attained age 50
before the close of the Plan Year shall be eligible to make catch-up
contributions in accordance with, and subject to the limitations of, Code
section 414(v). Such catch-up contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of
Code sections 402(g) and 415. The Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of Code section
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of
the making of such catch-up contributions.


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            Section 15.10. Distribution Upon Severance of Employment.

            (a)   Effective Date. This Section shall apply for distributions and
severances from employment occurring after December 31, 2001.

            (b)   New Distributable Event. Notwithstanding the provisions of
Section 12.06 (a) of the Plan, a participant's Elective Deferrals, Qualified
Nonelective Contributions, qualified matching contributions, and earnings
attributable to these contributions shall be distributed on account of the
Participant's severance from employment. However, such a distribution shall be
subject to the other provisions of the Plan regarding distributions, other than
provisions that require a separation from service before such amounts may be
distributed.

            This Third Amendment of Integra Bank Corporation Employees' 401(k)
Plan is executed on behalf of Integra Bank Corporation by its duly authorized
officer this 30th day of January, 2002.

                                    INTEGRA BANK CORPORATION


                                    By:  /s/ D. MICHAEL KRAMER
                                        --------------------------------------
                                                (Signature)

                                    D. Michael Kramer
                                    ------------------------------------------
                                                (Printed)

                                    Executive Vice President and Secretary
                                    ------------------------------------------
                                                (Title)

ATTEST:

/s/ NANCY G. EPPERSON
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            (Signature)

Nancy G. Epperson
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            (Printed)

Director of Human Resources
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            (Title)


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