<PAGE>

                            AMENDMENT TO CREDIT AGREEMENT

       THIS AMENDMENT TO CREDIT AGREEMENT, dated effective as of January 22, 
1998 (this "Amendment"), is by and between NATIONAL CITY BANCSHARES, INC. 
(the "Borrower"), and NBD BANK ("NBD").

                                 W I T N E S S E T H:

       WHEREAS, the Borrower and NBD entered into that certain Credit 
Agreement, dated as of December 22, 1997, as amended (as so amended, the 
"Agreement");

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

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

       1.      DEFINED TERMS.  Capitalized terms used herein and not 
otherwise defined herein shall have the meanings attributed to such terms in 
the Agreement.

       2.      AMENDMENTS TO THE AGREEMENT.

       2.1. The definition of "Revolving Credit Commitment" is hereby amended 
to read in its entirety as follows:

       "Revolving Credit Commitment" means the obligation of the Bank to make
       Loans under the Revolving Credit not exceeding $45,000,000, as such
       amount shall be reduced pursuant to Section 2.2.

       2.2.    Section 2.2 of the Agreement is hereby amended and restated in 
its entirety as follows:

       2.2  CLOSING FEE AND REDUCTION OF REVOLVING CREDIT COMMITMENT.  (a) 
The Borrower agrees to pay to the Bank an amendment fee equal to $5,000 
concurrently with the execution of this Amendment.  The Borrower acknowledges 
that that fee has been earned by the Bank and that it is nonrefundable upon 
payment.  The Borrower may permanently reduce the Revolving Credit Commitment 
in whole, or in part in integral multiples of $100,000, upon at least ten 
Business Days' written notice to the Bank, which must specify the amount of 
the reduction, but the amount of the Revolving Credit Commitment may not be 
reduced below the outstanding principal amount of the Loans.

               (b)  The Revolving Credit Commitment shall be reduced to the
obligation of the Bank to make Loans under the Revolving Credit not exceeding


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$10,000,000 no later than June 30, 1998.  The Borrower shall prepay the Loans in
such amounts as shall be necessary so that the outstanding Obligations shall not
be in excess of the aggregate Revolving Credit Commitment, as reduced pursuant
to this Section 2.2(b).
       
     3.        CONDITIONS PRECEDENT.   This Amendment shall become effective 
as of the date first above written (the "Amendment Effective Date") upon the 
receipt by the Bank of the following:

       (i)     Counterparts of this Amendment duly executed by the Borrower and
               NBD Bank.
       
       (ii)    The Borrower shall have delivered to the Bank, in exchange for
               the Revolving Credit Note heretofore delivered to the Bank
               pursuant to Section 2.1 of the Agreement, a new Revolving Credit
               Note, dated the date of the Note being exchanged, payable to the
               Bank in a principal amount equal to the amount of the Revolving
               Credit Commitment and otherwise duly completed, and such Note
               shall constitute a Revolving Credit Note under the Agreement as
               amended hereby.  Such Note shall be in the form attached hereto
               as exhibit A-1.

       (iii)   Such other documents as any Bank shall reasonably request.
       
       (iv)    Payment of the amendment fee set forth in Section 2.2(a).

       4.      REPRESENTATIONS AND WARRANTIES.  In order to induce the Bank to
enter into this Amendment, the Borrower represents and warrants that:

       4.1.    The execution, delivery and performance by the Borrower of 
this Amendment are within its corporate powers, have been duly authorized by 
all necessary corporate action and are not in contravention of any law, rule 
or regulation, or any judgment, decree, writ, injunction, order or award of 
any arbitrator, court or governmental authority, or of the terms of the 
Borrower's charter or by-laws, or of any contract or undertaking to which the 
Borrower is a party or by which the Borrower or its property is or may be 
bound or affected.

       4.2.    This Amendment is the legal, valid and binding obligation of 
the Borrower, enforceable against the Borrower in accordance with its terms.

       4.3.    No consent, approval or authorization of or declaration, 
registration or filing with any governmental authority or any nongovernmental 
person or entity, including, without limitation, any creditor or stockholder 
of the Borrower, is required on the part of the Borrower in connection with 
the execution, delivery and performance of this Amendment or the transactions 
contemplated hereby or as a condition to the legality, validity or 
enforceability of this Amendment.

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       4.4.    After giving effect to the amendments contained herein, the 
representations and warranties contained in Article V of the Agreement are 
true on and as of the date hereof with the same force and effect as if made 
on and as of the date hereof.

       5.      RATIFICATION.  The Agreement, as respectively amended hereby, 
shall remain in full force and effect and is hereby ratified, approved and 
confirmed in all respects by the Borrower.

       6.      REFERENCE TO AGREEMENT.  From and after the Amendment 
Effective Date, each reference in the Agreement to "this Agreement", 
"hereof", or "hereunder" or words of like import, and all references to the 
Agreement in any and all agreements, instruments, documents, notes, 
certificates and other writings of every kind and nature shall be deemed to 
mean the Agreement, as the case may be, as respectively amended by this 
Amendment.

       7.      EXECUTION IN COUNTERPARTS.  This Amendment may be executed in 
any number of counterparts and by different parties hereto in separate 
counterparts, each of which when so executed shall be deemed to be an 
original and all of which taken together shall constitute one and the same 
agreement.

       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed and delivered as of the date first above written.

                              
                         NATIONAL CITY BANCSHARES, INC.

                                        By: /s/ Michael F. Elliott
                                           --------------------------------
                                                  Michael F. Elliott
                                        Its:      Chairman
       
       


                                        NBD BANK

                                        By: /s/ David P. Lamb
                                           --------------------------------
                                        David P. Lamb
                                        Its:      Vice President






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                                    EXHIBIT A-1
                               REVOLVING CREDIT NOTE


$45,000,000                                       Detroit, Michigan

                                                  January 22, 1998


       For value received, on or before the Revolving Credit Termination 
Date, or at such other maturity or maturities as are set forth in the Bank's 
records, National City Bancshares, Inc. (the "Borrower ") promises to pay to 
the order of NBD Bank (the "Bank"), at the Bank's principal office in the 
State of Michigan, in lawful money of the United States of America and in 
immediately available funds, the principal sum of FORTY FIVE MILLION AND 
00/100 DOLLARS ($45,000,000), or such lesser amount as is indicated on the 
Bank's records, together with interest computed on the balance from time to 
time unpaid on the basis of the actual number of days elapsed in a year of 
360 days at the rate(s) per annum determined from time to time pursuant to 
the "Credit Agreement" as defined below and reflected on the Bank's records.  
Interest on the unpaid principal amount is payable in accordance with the 
terms of the Credit Agreement.  The Borrower agrees to pay interest on 
overdue principal from the date of demand or default until paid at the rate 
which is three percent (3%) per annum in excess of the rate announced from 
time to time by the Bank as its prime rate.

       In no event may the interest rate exceed the maximum rate allowed by 
law. Any interest which would for any reason be unlawful under applicable law 
will be applied to principal.

       Waiver:  The Borrower and each endorser of this note and any other 
party liable for the debt evidenced by this note severally waives demand, 
presentment, notice of dishonor and protest of this note, and consents to any 
extension or postponement of time of its payment without limit as to number 
or period, to any substitution, exchange or release of all or any part of any 
collateral securing this note, to the addition of any party, and to the 
release, discharge, or suspension of any rights and remedies against any 
person who is liable for the payment of this note.  No delay on the part of 
the holder in the exercise of any right or remedy waives that right or 
remedy.  No single or partial exercise by the holder of any right or remedy 
precludes any future exercise of that right or remedy or the exercise of any 
other right or remedy.  No waiver or indulgence by the holder of any default 
is effective unless it is in writing and signed by the holder, and a waiver 
on one occasion does not bar or waive any right on any future occasion.

       This note evidences a debt under the terms of a certain Credit 
Agreement between the Bank and the Borrower contemporaneously dated, and any 
amendments, (the "Credit 



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Agreement"), which is incorporated by reference for additional terms, 
including default and acceleration provisions.


      WAIVER OF JURY TRIAL:  The Borrower and the Bank waive trial by jury in 
any judicial proceeding involving, directly or indirectly, any matter 
(whether sounding in tort, contract or otherwise) in any way arising out of, 
related to, or connected with any Loan or the relationship established under 
it.

Address:

227 Main Street, P.O. Box 868      NATIONAL CITY BANCSHARES, INC.
Evansville, Indiana  47705-0868
                                   By:____________________________
                                        Michael F. Elliott
                                   Its: Chairman



















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