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                                                                   EXHIBIT 10(d)



                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                            INTEGRA BANK CORPORATION
                                       AND
                               CHARLES A. CASWELL



                            (EFFECTIVE JULY 28, 2003)


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                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                            INTEGRA BANK CORPORATION
                                       AND
                               CHARLES A. CASWELL

         This Employment Agreement ("Agreement") is made and entered into by and
between Integra Bank Corporation, an Indiana corporation (the "Company") and
Charles A. Caswell ("Executive").


                                    RECITALS

         A. Executive is an employee of the Company serving as an Executive Vice
President.

         B. The Company and Executive desire to enter into an agreement
embodying the terms of Executive's employment with the Company.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth in this Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and
Executive agree as follows:

         1. EFFECTIVE DATE. This Agreement shall be effective as of July 28,
2003 (the "Effective Date").

         2. TERM OF EMPLOYMENT. Subject to earlier termination as provided in
Section 7 of this Agreement, the original term of this Agreement shall begin on
the Effective Date and shall end on June 30, 2006; provided, however, that this
Agreement shall be automatically extended for successive terms of one (1) year
each (the original term plus any extensions of the term are hereinafter referred
to as the "Term") unless either party provides written notice not to so extend
to the other party at least sixty (60) calendar days before the scheduled
expiration of the Term, in which case no further automatic extension shall occur
and the Term shall end on the scheduled expiration date.

         3. POSITION AND RESPONSIBILITIES. During the Term, Executive agrees to
serve as Executive Vice President - Chief Financial Officer of the Company
and/or in such other senior management position(s) as the Board of Directors of
the Company (the "Board") may designate. In this capacity the Executive shall
have such duties, authorities and responsibilities as are commensurate with such
position(s) and such other duties and responsibilities as the Board shall
designate that are consistent with such position(s).

         4. STANDARD OF CARE. During the Term, Executive (a) will devote his
full working time, attention, energies and skills exclusively to the business
and affairs of the Company and its affiliates; (b) will exercise the highest
degree of loyalty and the highest



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standards of conduct in the performance of his duties; (c) will not, except as
noted herein, engage in any other business activity, whether or not such
business activity is pursued for gain, profit or other pecuniary advantage,
without the express written consent of the Company; and (d) will not take any
action that deprives the Company of any business opportunities or otherwise act
in a manner that conflicts with the best interests of the Company or that is
detrimental to the business of the Company; provided, however, this Section 4
shall not be construed as preventing Executive (y) from investing his personal
assets in such form or manner as will not require his services in the daily
operations and affairs of the businesses in which such investments are made, or
(z) from participating in charitable or other not-for-profit activities as long
as such activities do not interfere with Executive's work for the Company (or
its affiliates).

         5. COMPENSATION AND BENEFITS. As remuneration for all services to be
rendered by Executive during the Term, and as consideration for complying with
the covenants herein, the Company shall pay and provide to Executive the
following:

         5.1. ANNUAL BASE SALARY. The Company shall pay Executive a base salary
    of Two Hundred and Thirty Thousand Dollars ($230,000) (the "Base Salary") on
    an annualized basis. The Company shall review the Base Salary approximately
    annually during the Term to determine, at the discretion of the Company,
    whether the Base Salary should be increased and, if so, the amount of such
    adjustment and the time at which the adjustment should take effect. The Base
    Salary shall be paid to Executive consistent with the customary payroll
    practices of the Company.

         5.2. INCENTIVE BONUS. Executive shall be entitled to participate during
    the Term in the Integra Bank Corporation Executive Annual and Long-Term
    Incentive Plan and in any other incentive bonus plan which the Company may
    adopt and implement from time to time during the Term with respect to
    Executive's specific position. Nothing contained in this Section shall
    obligate the Company to institute, maintain or refrain from changing,
    amending or discontinuing any incentive bonus plan, so long as such changes
    are similarly applicable to other employees under such plan.

         5.3. EQUITY COMPENSATION. Executive shall be entitled to participate
    during the Term in the National City Bancshares, Inc. 1999 Stock Option and
    Incentive Plan, the Integra Bank Corporation 2003 Stock Option and Incentive
    Plan and in any other equity compensation plan which the Company may adopt
    and implement from time to time during the Term. Nothing contained in this
    Section shall obligate the Company to institute, maintain or refrain from
    changing, amending or discontinuing any equity compensation plan, so long as
    such changes are similarly applicable to other employees under such plan.

         5.4. EMPLOYEE BENEFITS. The Company shall provide to Executive employee
    fringe benefits to which other employees of the Company are generally
    entitled, commensurate with his position with the Company and subject to the
    eligibility requirements and other terms and conditions of such plans,
    including life insurance coverage under the Integra Bank National
    Association Group Term Carve-Out Plan.




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    Nothing contained in this Section shall obligate the Company to institute,
    maintain or refrain from changing, amending or discontinuing any employee
    fringe benefit plan, so long as such changes are similarly applicable to
    other employees generally.

         5.5. AUTOMOBILE ALLOWANCE. The Company shall pay Executive an
    automobile allowance of One Thousand Dollars ($1,000) per month.

         5.6. COUNTRY CLUB MEMBERSHIP. The Company shall maintain a corporate
    membership for Executive at a local country club as determined by the
    Company. The Company shall be responsible for the monthly dues and any
    special assessments relating to such membership.

         6. REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall pay or
reimburse Executive for all ordinary and necessary expenses, in a reasonable
amount, which Executive incurs in performing his duties under this Agreement.
Such expenses shall be paid or reimbursed to Executive consistent with the
expense reimbursement policies of the Company in effect from time to time and
Executive agrees to abide by any such expense reimbursement policies.

         7. TERMINATION OF EMPLOYMENT.

         7.1. TERMINATION DUE TO DEATH. If Executive dies during the Term, this
    Agreement shall terminate on the date of Executive's death. Upon the death
    of Executive, the Company's obligation to pay and provide to Executive
    compensation and benefits under this Agreement shall immediately terminate,
    except: (a) the Company shall pay Executive or Executive's legal
    representative that portion of his Base Salary, at the rate then in effect,
    which shall have been earned through the termination date; and (b) the
    Company shall pay or provide Executive or Executive's legal representative
    such other payments and benefits, if any, which had accrued hereunder before
    Executive's death. Other than the foregoing, the Company shall have no
    further obligations to Executive (or Executive's legal representatives,
    including Executive's estate, heirs, executors, administrators and personal
    representatives) under this Agreement.

         7.2. TERMINATION DUE TO DISABILITY. If Executive suffers a Disability
    (as hereafter defined), the Company shall have the right to terminate this
    Agreement and Executive's employment with the Company. The Company shall
    deliver written notice to Executive of the Company's termination because of
    Disability, pursuant to this Section 7.2, specifying in such notice a
    termination date not less than seven (7) calendar days after the giving of
    the notice (the "Disability Notice Period"), and this Agreement, and
    Executive's employment by the Company, shall terminate at the close of
    business on the last day of the Disability Notice Period.

              Upon the termination of this Agreement because of Disability, the
    Company's obligation to pay and provide to Executive compensation and
    benefits under this Agreement shall immediately terminate, except: (a) the
    Company shall pay




                                      -3-
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    Executive that portion of his Base Salary, at the rate then in effect, which
    shall have been earned through the termination date; and (b) the Company
    shall pay or provide Executive such other payments and benefits, if any,
    which had accrued hereunder before the termination for Disability. Other
    than the foregoing, the Company shall have no further obligations to
    Executive under this Agreement.

              The term "Disability" shall mean either (i) when Executive is
    deemed disabled in accordance with the long-term disability insurance policy
    or plan of the Company in effect at the time of the illness or injury
    causing the disability or (ii) the inability of Executive, because of
    injury, illness, disease or bodily or mental infirmity, to perform the
    essential functions of his job (with or without reasonable accommodation)
    for more than one hundred twenty (120) days during any period of twelve (12)
    consecutive months.

         7.3. TERMINATION BY THE COMPANY WITHOUT CAUSE. At any time during the
    Term, the Company may terminate this Agreement and Executive's employment
    with the Company without cause for any reason or no reason by notifying
    Executive in writing of the Company's intent to terminate, specifying in
    such notice the effective termination date, and this Agreement and
    Executive's employment with the Company shall terminate at the close of
    business on the termination date specified in the Company's notice. Upon
    termination of Executive's employment by the Company without cause and in
    the absence of a Change in Control (as defined in Section 7.12), the
    Company's obligation to pay and provide Executive compensation and benefits
    under this Agreement shall immediately terminate, except: (a) the Company
    shall pay Executive that portion of his Base Salary, at the rate then in
    effect, which shall have been earned through the termination date; (b) the
    Company shall pay or provide Executive such other payments and benefits, if
    any, which had accrued hereunder before the termination date; and (c) in
    addition, the Company shall pay Executive severance compensation in a lump
    sum payment within thirty (30) days after the termination of employment
    equal to one (1) times the Base Salary in effect immediately prior to
    termination.

         7.4. TERMINATION BY THE COMPANY FOR CAUSE. At any time during the Term,
    the Company may terminate this Agreement and Executive's employment with the
    Company for "Cause" as provided in this Section 7.4. "Cause" shall mean the
    occurrence of one or more of the following events: (a) Executive's
    conviction for a felony or of any crime involving moral turpitude; (b)
    Executive's engaging in any illegal conduct or willful misconduct in the
    performance of his employment duties for the Company (or its affiliates);
    (c) Executive's engaging in any fraudulent or dishonest conduct in his
    dealings with, or on behalf of, the Company (or its affiliates); (d)
    Executive's failure or refusal to follow the lawful instructions of the
    Company, if such failure or refusal continues for a period of five (5)
    calendar days after the Company delivers to Executive a written notice
    stating the instructions which Executive has failed or refused to follow;
    (e) Executive's breach of any of Executive's obligations under this
    Agreement; (f) Executive's gross or habitual negligence in the performance
    of his employment duties for the Company (or its affiliates); (g)
    Executive's engaging in any conduct tending to bring the Company into




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    public disgrace or disrepute or to injure the reputation or goodwill of the
    Company; (h) Executive's material violation of the Company's business ethics
    or conflict-of-interest policies, as such policies currently exist or as
    they may be amended or implemented during Executive's employment with the
    Company; (i) Executive's misuse of alcohol or illegal drugs which interferes
    with the performance of Executive's employment duties for the Company or
    which compromises the reputation or goodwill of the Company; (j) Executive's
    intentional violation of any applicable banking law or regulation in the
    performance of Executive's employment duties for the Company; or (k)
    Executive's failure to abide by any employment rules or policies applicable
    to the Company's employees generally that Company currently has or may
    adopt, amend or implement from time to time during Executive's employment
    with the Company.

              Upon the occurrence of any of the events specified above, the
    Company may terminate Executive's employment for Cause by notifying
    Executive in writing of its decision to terminate his employment for Cause,
    and Executive's employment and this Agreement shall terminate at the close
    of business on the date on which the Company gives such notice.

              Upon termination of Executive's employment by the Company for
    Cause, the Company's obligation to pay or provide Executive compensation and
    benefits under this Agreement shall terminate, except: (a) the Company shall
    pay Executive that portion of his Base Salary, at the rate then in effect,
    which shall have been earned through the termination date; and (b) the
    Company shall pay or provide Executive such other payments or benefits, if
    any, which had accrued hereunder before the termination date. Other than the
    foregoing, the Company shall have no further obligations to Executive under
    this Agreement.

         7.5. TERMINATION BY THE COMPANY IN CONNECTION WITH A CHANGE IN CONTROL.
    If at any time during the Term Executive's employment under this Agreement
    is terminated by the Company without the Executive's prior written consent
    other than for any of the reasons set forth in Sections 7.1, 7.2 and 7.4
    within six (6) months before or within two (2) years after a Change in
    Control, the Company's obligation to pay or provide Executive compensation
    and benefits under this Agreement shall terminate, except (a) the Company
    shall pay Executive that portion of his Base Salary, at the rate then in
    effect, which shall have been earned through the termination date; (b) the
    Company shall pay or provide Executive such other payments or benefits, if
    any, which had accrued hereunder before the termination date; and (c) in
    addition, the Company shall pay Executive within (30) days following such a
    termination or, if later, such a Change in Control, a lump sum severance
    payment of an amount equal to the greater of the amount calculated under the
    following clauses (1) and (2): (1) a cash payment in an amount that, when
    added to all other accelerated payments or benefits to Executive, would be
    equal to two and nine-tenths (2.9) times the "Base Amount" and (2) two and
    nine-tenths (2.9) times the Base Amount minus the full amount payable by the
    Executive to the Internal Revenue Service under Section 4999 of the Internal
    Revenue Code of 1986, as amended (the "Code"). For purposes of this
    Agreement, "Base Amount" is defined as Executive's




                                      -5-
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    average includable salary, bonus, incentive payments and similar
    compensation paid by the Company for the five (5) most recent taxable years
    ending before the date on which the Change in Control occurs (or such
    shorter period of time that the Executive has been employed by the Company).
    The definition, interpretation and calculation of the dollar amount of Base
    Amount shall be in a manner consistent with and as required by the
    provisions of Section 280G of the Code, and the regulations and rulings of
    the Internal Revenue Service promulgated thereunder.

         7.6. TERMINATION BY EXECUTIVE FOR GOOD REASON. At any time during the
    Term, Executive may terminate this Agreement and his employment with the
    Company by giving the Company written notice of termination for Good Reason.
    For purposes of this Agreement, "Good Reason" shall mean any of the
    following:

              (i) any material breach by the Company of any provision of this
    Agreement which is not cured by the Company within ten (10) days of receipt
    by the Company of written notice from Executive specifying with
    particularity the existence and nature of the breach; or

              (ii) the occurrence of any one of the following events within six
    (6) months prior to or within two (2) years following a Change in Control:

                   (A) Without Executive's express written consent, the
         assignment of Executive to any duties which are materially inconsistent
         with his positions, duties, responsibilities or status with the Company
         immediately prior to the earlier of termination of employment or the
         Change in Control or a substantial reduction of his duties or
         responsibilities which does not represent a promotion from his
         position, duties or responsibilities immediately prior to the earlier
         of termination of employment or the Change in Control.

                   (B) A reduction by the Company in Executive's salary from the
         level of such salary immediately prior to the earlier of termination of
         employment or the Change in Control or the Company's failure to
         increase (within twelve (12) months of Executive's last increase in
         base salary) Executive's base salary after a Change in Control in an
         amount which at least equals, on a percentage basis, the average
         percentage increase in base salary for all executive and senior
         officers of the Company effected in the preceding twelve (12) months.

                   (C) The failure by the Company to continue in effect any
         incentive, bonus or other compensation plan in which Executive
         participates, including but not limited to the Company's stock option
         plans, unless an equitable arrangement (embodied in




                                      -6-
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         an ongoing substitute or alternative plan), with which Executive has
         consented, has been made with respect to such plan in connection with
         the Change in Control, or the failure by the Company to continue
         Executive's participation therein, or any action by the Company which
         would directly or indirectly materially reduce Executive's
         participation therein.

                   (D) The failure by the Company to continue to provide
         Executive with benefits substantially similar to those enjoyed by
         Executive or to which Executive was entitled under any of the Company's
         principal pension, profit sharing, life insurance, medical, dental,
         health and accident, or disability plans in which Executive was
         participating immediately prior to the earlier of the termination of
         employment or the Change in Control, the taking of any action by the
         Company which would directly or indirectly materially reduce any of
         such benefits or deprive Executive of any material fringe benefit
         enjoyed by Executive or to which Executive was entitled immediately
         prior to the earlier of the termination of employment or the Change in
         Control, or the failure by the Company to provide Executive with the
         number of paid vacation and sick leave days to which Executive is
         entitled on the basis of years of service or position with the Company
         in accordance with the Company's normal vacation policy in effect on
         the date hereof.

                   (E) The Company's requiring Executive to be based anywhere
         other than the metropolitan area where the Company office at which he
         was based immediately prior to the earlier of the termination of
         employment or the Change in Control was located, except for required
         travel on the Company's business in accordance with the Company's past
         management practices.

                   (F) Any failure of the Company to obtain the assumption of
         the obligation to perform this Agreement by any successor as
         contemplated in Section 12.1 hereof.

                   (G) Any failure by the Company or its shareholders, as the
         case may be, to reappoint or reelect Executive to a corporate office
         held by him immediately prior to the earlier of the termination of
         employment or the Change in Control or his removal from any such office
         including any seat held at such time on the Company's Board of
         Directors.

                   (H) The effectiveness of a resignation, tendered at any time,
         either before or after a Change in Control and regardless of whether
         formally characterized as voluntary or


                                      -7-
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         otherwise, by Executive of any corporate office held by him immediately
         prior to the Change in Control or of any seat held at such time on the
         Company's Board of Directors, at the request of the Company or at the
         request of the person obtaining control of the Company in such Change
         in Control.

                   (I) Any request by the Company that Executive participate in
         an unlawful act.

                   (J) Any breach by the Company of any provision of this
         Agreement which is not cured by the Company within ten (10) business
         days after receipt by the Company of written notice from Executive
         specifying with particularity the existence and nature of the breach.

              Notwithstanding anything in this Agreement to the contrary,
    Executive's right to terminate Executive's employment pursuant to this
    Section 7.6 shall not be affected by Executive's incapacity due to physical
    or mental illness.

              If this Agreement and Executive's employment are terminated by
    Executive for the Good Reason listed in Section 7.6(i), the Company's
    obligation to pay or provide Executive compensation and benefits under this
    Agreement shall terminate, except (a) the Company shall pay Executive that
    portion of his Base Salary, at the rate then in effect, which shall have
    been earned through the termination date; (b) the Company shall pay or
    provide Executive such other payments or benefits, if any, which had accrued
    hereunder before the termination date; and (c) in addition, the Company
    shall pay Executive severance compensation in a lump sum payment within (30)
    days after the termination of employment equal to one (1) times the Base
    Salary in effect immediately prior to termination.

              If this Agreement and Executive's employment are terminated by
    Executive for any of the Good Reasons listed in Sections 7.6(ii)(A) through
    (J), the Company's obligation to pay or provide Executive compensation and
    benefits under this Agreement shall terminate, except (a) the Company shall
    pay Executive that portion of his Base Salary, at the rate then in effect,
    which shall have been earned through the termination date; (b) the Company
    shall pay or provide Executive such other payments or benefits, if any,
    which had accrued hereunder before the termination date; and (c) in
    addition, the Company shall pay Executive within (30) days following such a
    termination or, if later, such a Change in Control, a lump sum severance
    payment equal to the amount payable by the Company under Section 7.5.

         7.7. TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. At any time during
    the Term, Executive may terminate this Agreement and his employment with the
    Company for reasons other than Good Reason or for no reason by giving the
    Company written notice of termination, specifying in such notice a
    termination date not less than




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    sixty (60) calendar days after the giving of the notice (the "Executive's
    Notice Period"), and Executive's employment with the Company shall terminate
    at the close of business on the last day of Executive's Notice Period;
    provided, however, that in response to Executive's notice of termination,
    the Company shall have the right to terminate Executive's employment with
    the Company at any time during the Executive's Notice Period. Upon
    termination of Executive's employment with the Company under this Section
    7.7, whether at the end of Executive's Notice Period or earlier as
    designated by the Company, the Company's obligation to pay Executive
    compensation and benefits under this Agreement shall immediately terminate,
    except: (a) the Company shall pay Executive that portion of his Base Salary,
    at the rate then in effect, which shall have been earned through the
    termination date; and (b) the Company shall pay or provide Executive such
    other payments and benefits, if any, which had accrued hereunder before the
    termination date. Other than the foregoing, the Company shall have no
    further obligations to Executive under this Agreement.

         7.8. NON-RENEWAL BY EXECUTIVE. In the event Executive elects not to
    renew this Agreement by giving notice of non-renewal pursuant to Section 2,
    this Agreement and Executive's employment shall terminate at the end of the
    then current Term. Upon termination of Executive's employment as a result of
    Executive's non-renewal of this Agreement, the Company's obligation to pay
    and provide Executive compensation and benefits under this Agreement shall
    immediately terminate, except: (a) the Company shall pay Executive that
    portion of his Base Salary, at the rate then in effect, which shall have
    been earned through the termination date; and (b) the Company shall pay or
    provide Executive such other payments and benefits, if any, which had
    accrued hereunder before the termination date. Other than the foregoing, the
    Company shall have no further obligations to Executive under this Agreement.

         7.9. NON-RENEWAL BY THE COMPANY. In the event the Company elects not to
    renew this Agreement by giving notice of non-renewal pursuant to Section 2,
    this Agreement and Executive's employment shall terminate at the end of the
    then current Term. Upon termination of Executive's employment as a result of
    the Company's non-renewal of this Agreement, the Company's obligation to pay
    and provide Executive compensation and benefits under this Agreement shall
    immediately terminate, except: (a) the Company shall pay Executive that
    portion of his Base Salary, at the rate then in effect, which shall have
    been earned through the termination date; and (b) the Company shall pay or
    provide Executive such other payments and benefits, if any, which had
    accrued hereunder before the termination date. Other than the foregoing, the
    Company shall have no further obligations to Executive under this Agreement.

         7.10. FORFEITURE OF COMPENSATION. In the event Executive breaches any
    of the non-disclosure or restrictive covenant provisions of Sections 8 or 9
    of this Agreement, Executive immediately shall (a) forfeit his right to
    receive (and the Company shall no longer be obligated to pay) any severance
    compensation under this Agreement, (b) forfeit the stock options and/or
    other rights granted under the National City Bancshares, Inc. 1999 Stock
    Option and Incentive Plan, the Integra Bank Corporation 2003 Stock Option




                                      -9-
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    and Incentive Plan and any other stock option or equity compensation plans
    of the Company, regardless whether such options or rights are vested,
    unvested, exercisable or unexercisable, (c) disgorge and repay to the
    Company any gross profits realized from the exercise of any of the stock
    options under the National City Bancshares, Inc. 1999 Stock Option and
    Incentive Plan, the Integra Bank Corporation 2003 Stock Option and Incentive
    Plan and any other stock option or equity compensation plans of the Company
    at any time during the two (2) year period immediately preceding such
    breach, and (d) disgorge and repay to the Company an amount equal to the
    market value of any restricted stock of the Company that vested to Executive
    at any time during the two (2) year period immediately preceding such
    breach. The Company and Executive acknowledge and agree that the foregoing
    remedies are in addition to, and not in lieu of, any and all other legal
    and/or equitable remedies that may be available to Company in connection
    with Executive's breach or threatened breach, of any non-disclosure or
    restrictive covenant provision set forth in Sections 8 and 9 of this
    Agreement.

         7.11. RESIGNATION AS OFFICER AND/OR DIRECTOR UPON EMPLOYMENT
    TERMINATION. In the event Executive's employment with the Company terminates
    for any reason (including, without limitation, pursuant to Sections 7.1 -
    7.9 herein), Executive agrees and covenants that he will immediately resign
    any and all positions, including, without limitation, as an officer and/or
    member of the Board of Directors, he may hold with the Company or any of its
    subsidiaries or affiliates.

         7.12. DEFINITION OF CHANGE IN CONTROL. As used in this Agreement,
    "Change in Control" of the Company means:

                   (i) The acquisition by any individual, entity or group
         (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act") (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act as in effect from time to time) of twenty-five
         percent (25%) or more of either (A) the then outstanding shares of
         common stock of the Company or (B) the combined voting power of the
         then outstanding voting securities of the Company entitled to vote
         generally in the election of directors; provided, however, that the
         following acquisitions shall not constitute an acquisition of control:
         (w) any acquisition directly from the Company (excluding an acquisition
         by virtue of the exercise of a conversion privilege), (x) any
         acquisition by the Company, (y) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by the Company or any
         corporation controlled by the Company, or (z) any acquisition by any
         corporation pursuant to a reorganization, merger or consolidation, if,
         following such reorganization, merger or consolidation, the conditions
         described in clauses (A), (B) and (C) of subsection (iii) of this
         Section 7.12 are satisfied;

                   (ii) Individuals who, as of the date hereof, constitute the
         Board of Directors of the Company (the "Incumbent Board") cease for any
         reason to constitute at least a majority of the Board; provided,
         however, that any individual becoming a director subsequent to the date
         hereof whose election, or nomination for election by the



                                      -10-
<PAGE>

         Company's shareholders, was approved by a vote of at least a majority
         of the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board, but excluding, for this purpose, any such individual whose
         initial assumption of office occurs as a result of either an actual or
         threatened election contest (as such terms are used in Rule 14a-11 of
         Regulation 14A promulgated under the Exchange Act) or other actual or
         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board;

                   (iii) Approval by the shareholders of the Company of a
         reorganization, merger or consolidation, in each case, unless,
         following such reorganization, merger or consolidation, (A) more than
         sixty percent (60%) of, respectively, the then outstanding shares of
         common stock of the corporation resulting from such reorganization,
         merger or consolidation and the combined voting power of the then
         outstanding voting securities of such corporation entitled to vote
         generally in the election of directors is then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         and entities who were the beneficial owners, respectively, of the
         outstanding Company common stock and outstanding Company voting
         securities immediately prior to such reorganization, merger or
         consolidation in substantially the same proportions as their ownership,
         immediately prior to such reorganization, merger or consolidation, of
         the outstanding Company stock and outstanding Company voting
         securities, as the case may be, (B) no Person (excluding the Company,
         any employee benefit plan or related trust of the Company or such
         corporation resulting from such reorganization, merger or consolidation
         and any Person beneficially owning, immediately prior to such
         reorganization, merger or consolidation, directly or indirectly,
         twenty-five percent (25%) or more of the outstanding Company common
         stock or outstanding voting securities, as the case may be)
         beneficially owns, directly or indirectly, twenty-five percent (25%) or
         more of, respectively, the then outstanding shares of common stock of
         the corporation resulting from such reorganization, merger or
         consolidation or the combined voting power of the then outstanding
         voting securities of such corporation entitled to vote generally in the
         election of directors and (C) at least a majority of the members of the
         board of directors of the corporation resulting from such
         reorganization, merger or consolidation were members of the Incumbent
         Board at the time of the execution of the initial agreement providing
         for such reorganization, merger or consolidation; or

                   (iv) Approval by the shareholders of the Company of (A) a
         complete liquidation or dissolution of the Company or (B) the sale or
         other disposition of all or substantially all of the assets of the
         Company, other than to a corporation with respect to which following
         such sale or other disposition (x) more than sixty percent (60%) of,
         respectively, the then outstanding shares of common stock of such
         corporation and the combined voting power of the then outstanding
         voting securities of such corporation entitled to vote generally in the
         election of directors is then beneficially owned, directly or
         indirectly, by all or substantially all of the individuals and entities
         who were the beneficial owners, respectively, of the outstanding
         Company common stock and outstanding Company voting securities
         immediately prior to such sale or other disposition in substantially
         the same proportion as their ownership, immediately prior to




                                      -11-
<PAGE>

         such sale or other disposition, of the outstanding Company common stock
         and outstanding Company voting securities, as the case may be, (y) no
         Person (excluding the Company and any employee benefit plan or related
         trust of the Company or such corporation and any Person beneficially
         owning, immediately prior to such sale or other disposition, directly
         or indirectly, twenty-five percent (25%) or more of the outstanding
         Company common stock or outstanding Company voting securities, as the
         case may be) beneficially owns, directly or indirectly, twenty-five
         percent (25%) or more of, respectively, the then outstanding shares of
         common stock of such corporation and the combined voting power of the
         then outstanding voting securities of such corporation entitled to vote
         generally in the election of directors and (z) at least a majority of
         the members of the board of directors of such corporation were members
         of the Incumbent Board at the time of the execution of the initial
         agreement or action of the Board providing for such sale or other
         disposition of assets of the Company.

         7.13. SEVERANCE RELEASE. Executive acknowledges and agrees that the
    Company's payment of the severance compensation pursuant to Sections 7.3,
    7.5 or 7.6 of this Agreement shall be deemed to constitute a full settlement
    and discharge of any and all obligations of the Company to Executive arising
    out of this Agreement, Executive's employment with the Company and/or the
    termination of Executive's employment with the Company, except for any
    vested rights Executive may have under any insurance, stock option or equity
    compensation plan or any other employee benefit plans sponsored by the
    Company. Executive further acknowledges and agrees that as a condition to
    receiving any of the severance compensation pursuant to Section 7.3, 7.5 or
    7.6 of this Agreement, Executive will execute and deliver to the Company a
    Release Agreement in form and substance reasonably satisfactory to the
    Company pursuant to which Executive will release and waive any and all
    claims against the Company (and its officers, directors, shareholders,
    employees and representatives) arising out of this Agreement, Executive's
    employment with the Company, and/or the termination of Executive's
    employment with the Company, including without limitation claims under all
    federal, state and local laws; provided, however, that such Release
    Agreement shall not affect or relinquish (a) any vested rights Executive may
    have under any insurance, stock option or equity compensation plan, or other
    employee benefit plan sponsored by the Company, (b) any claims for
    reimbursement of business expenses incurred prior to the employment
    termination date, or (c) any rights to severance compensation under Sections
    7.3, 7.5 or 7.6 of this Agreement.

         8. NON-DISCLOSURE. Executive acknowledges that during the course of
Executive's employment by the Company Executive will be creating, making use of,
acquiring, and/or adding to confidential information relating to the business
and affairs of the Company (and its affiliates), which information will include,
without limitation, procedures, methods, manuals, lists of customers, suppliers
and other contacts, marketing plans, business plans, financial data, and
personnel information. Executive covenants and agrees that Executive shall not,
at any time during Executive's employment with the Company, or thereafter,
directly or indirectly, use, divulge or disclose for any purpose whatsoever any
of the Company's (or its affiliates') confidential information or trade secrets,
except in the course of Executive's work for




                                      -12-
<PAGE>

and on behalf of the Company (or its affiliates). Upon the termination of
Executive's employment with the Company, or at the Company's request, Executive
shall immediately deliver to the Company any and all records, documents, or
electronic data (in whatever form or media), and all copies thereof, in
Executive's possession or under Executive's control, whether prepared by
Executive or others, containing confidential information or trade secrets
relating to the Company (or its affiliates). Executive acknowledges and agrees
that his obligations under this Section shall survive the expiration or
termination of this Agreement and the cessation of his employment with the
Company for whatever reason.

         9. RESTRICTIVE COVENANTS. Executive acknowledges that in connection
with his employment with the Company he has provided and will continue to
provide executive-level services that are of a unique and special value and that
he has been and will continue to be entrusted with confidential and proprietary
information concerning the Company and its affiliates. Executive further
acknowledges that the Company and its affiliates are engaged in highly
competitive businesses and that the Company and its affiliates expend
substantial amounts of time, money and effort to develop trade secrets, business
strategies, customer relationships, employee relationships and goodwill, and
Executive has benefited and will continue to benefit from these efforts.
Therefore, as an essential part of this Agreement, Executive agrees and
covenants to comply with the following restrictive covenants.

         9.1. NON-COMPETITION. During Executive's employment with the Company
    and during the Restrictive Period, Executive will not, in the Restricted
    Geographic Area, engage in any Competitive Business (a) in the same or
    similar capacity or function to that in which Executive worked for the
    Company, (b) in any executive level or senior management capacity, or (c) in
    any other capacity in which Executive's knowledge of the Company's
    confidential information or the customer goodwill Executive helped to
    develop on behalf of the Company would facilitate or support Executive's
    work for such competitor or competitive enterprise. For purposes of this
    Agreement, the term "Restrictive Period" shall mean two years from the date
    of termination of employment except for termination of employment pursuant
    to Section 7.3, in which case the term shall mean one year from the date of
    termination of employment. For purposes of this Agreement, the term
    "Restricted Geographic Area" means and includes: (w) Vanderburgh County,
    Indiana; (x) all counties contiguous to Vanderburgh County; (y) any county
    in which the Company or any of its subsidiaries has an office or branch
    location; and (z) all counties contiguous to the counties referred to in
    subpart (y) above. For purposes of this Agreement, the term "Competitive
    Business" means any business that is traditionally engaged in by a bank, a
    bank holding company or a financial holding company, or that provides
    products and services similar to and competitive with the products and
    services provided by the Company or any of its subsidiaries. Notwithstanding
    the foregoing, Executive may make and retain investments in less than one
    percent of the equity of any entity engaged in a Competitive Business, if
    such equity is listed on a national securities exchange or regularly traded
    in an over-the-counter market.





                                      -13-
<PAGE>

         9.2. NON-SOLICITATION OF CUSTOMERS. During Executive's employment with
    the Company and during the Restrictive Period, Executive will not provide,
    sell, market or endeavor to provide, sell or market any Competing
    Products/Services to any of the Company's Customers, or otherwise solicit or
    communicate with any of the Company's Customers for the purpose of selling
    or providing any Competing Products/Services. For purposes of this
    Agreement, the term "Competing Products/Services" means any products or
    services similar to or competitive with the products or services offered by
    the Company or any of its subsidiaries. For purposes of this Agreement, the
    term "Company's Customers" means any person or entity that has engaged in
    any banking services with, or has purchased any products or services from,
    the Company or any of its subsidiaries at any time during the Restrictive
    Period.

         9.3. NON-INTERFERENCE WITH CUSTOMERS. During Executive's employment
    with the Company and during the Restrictive Period, Executive will not urge,
    induce or seek to induce any of the Company's Customers to terminate their
    business with the Company or to cancel, reduce, limit or in any manner
    interfere with the Company's Customers' business with the Company.

         9.4. NON-INTERFERENCE WITH CONTRACTORS AND VENDORS. During the term of
    Executive's employment with the Company and during the Restrictive Period,
    Executive will not urge, induce or seek to induce any of the Company's
    independent contractors, subcontractors, consultants, vendors or suppliers
    to terminate their relationship with, or representation of, the Company or
    to cancel, withdraw, reduce, limit, or in any manner modify any of such
    person's or entity's business with, or representation of, the Company.

         9.5. NON-SOLICITATION OF EMPLOYEES. During the term of Executive's
    employment with the Company and during the Restrictive Period, Executive
    will not solicit, recruit, hire, employ or attempt to hire or employ, or
    assist anyone in the recruitment or hiring of, any person who is then an
    employee of the Company, or urge, influence, induce or seek to induce any
    employee of the Company to terminate his/her relationship with the Company.

         9.6. DIRECT OR INDIRECT ACTIVITIES. Executive acknowledges and agrees
    that the covenants contained in this Section 9 prohibit Executive from
    engaging in certain activities directly or indirectly, whether on
    Executive's own behalf or on behalf of any other person or entity, and
    regardless of the capacity in which Executive is acting, including without
    limitation as an employee, independent contractor, owner, partner, officer,
    agent, consultant, or advisor.

         9.7. SURVIVAL OF RESTRICTIVE COVENANTS. Executive acknowledges and
    agrees that his obligations under this Section 9 shall survive the
    expiration or termination of this Agreement and the cessation of his
    employment with the Company for whatever reason.

         9.8. EXTENSION. In the event Executive violates any of the restrictive
    covenants contained in this Section 9, the duration of such restrictive
    covenant shall




                                      -14-
<PAGE>

    automatically be extended by the length of time during which Executive was
    in violation of such restriction.

         9.9. SEVERABILITY; MODIFICATION OF RESTRICTIONS. Although Executive and
    the Company consider the restrictions contained in this Section 9 to be
    reasonable, particularly given the competitive nature of the Company's
    business and Executive's position with the Company, Executive and the
    Company acknowledge and agree that: (a) if any covenant, subsection, portion
    or clause of this Section 9 is determined to be unenforceable or invalid for
    any reason, such unenforceability or invalidity shall not affect the
    enforceability or validity of the remainder of the Agreement; and (b) if any
    particular covenant, subsection, provision or clause of this Section 9 is
    determined to be unreasonable or unenforceable for any reason, including,
    without limitation, the time period, geographic area, and/or scope of
    activity covered by any restrictive covenant, such covenant, subsection,
    provision or clause shall automatically be deemed reformed such that the
    contested covenant, subsection, provision or clause shall have the closest
    effect permitted by applicable law to the original form and shall be given
    effect and enforced as so reformed to whatever extent would be reasonable
    and enforceable under applicable law.

         10. REMEDIES. Executive recognizes that a breach or threatened breach
by Executive of Section 8 or Section 9 of this Agreement will give rise to
irreparable injury to the Company and that money damages will not be adequate
relief for such injury. Notwithstanding Section 14.8 of this Agreement,
Executive agrees that the Company shall be entitled to obtain injunctive relief,
including, but not limited to, temporary restraining orders, preliminary
injunctions and/or permanent injunctions, without having to post any bond or
other security, to restrain or prohibit such breach or threatened breach, in
addition to any other legal remedies which may be available, including the
recovery of money damages.

         11. NO ADDITIONAL PAYMENT TO ACCOUNT FOR EXCISE TAXES. In the event it
shall be determined that any payment or distribution by the Company to or for
the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Executive with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall not be entitled to receive any additional payment in any amount as a
"gross up", reimbursement or indemnity for such Excise Tax.

         12. ASSIGNMENT.

         12.1. ASSIGNMENT BY COMPANY. The rights and obligations of the Company
    under this Agreement shall inure to the benefit of and be binding upon any
    and all successors and assigns of the Company, including without limitation
    by asset assignment, stock sale, merger, consolidation or other corporate
    reorganization.



                                      -15-
<PAGE>

         12.2. NON-ASSIGNMENT BY EXECUTIVE. The services to be provided by
    Executive to the Company hereunder are personal to Executive, and
    Executive's duties may not be assigned by Executive.

         13. NOTICE. Any notice required or permitted under this Agreement shall
    be in writing and either delivered personally or sent by nationally
    recognized overnight courier, express mail, or certified or registered mail,
    postage prepaid, return receipt requested, at the following respective
    address unless the party notifies the other party in writing of a change of
    address:

         If to the Company:

         Integra Bank Corporation
         21 Southeast Third Street
         P.O. Box 868
         Evansville, Indiana  47705-0868
         Attention:  Chief Executive Officer

         If to Executive:

         Charles A. Caswell
         2011 Lakes Edge Drive
         Newburgh, Indiana  47630

         A notice delivered personally shall be deemed delivered and effective
as of the date of delivery. A notice sent by overnight courier or express mail
shall be deemed delivered and effective one (1) day after it is deposited with
the postal authority or commercial carrier. A notice sent by certified or
registered mail shall be deemed delivered and effective two (2) days after it is
deposited with the postal authority.

         14. MISCELLANEOUS.

         14.1. ENTIRE AGREEMENT. This Agreement supersedes any prior agreements
    or understandings, oral or written, between the parties hereto, with respect
    to the subject matter hereof, and constitutes the entire agreement of the
    parties with respect thereto.

         14.2. MODIFICATION. This Agreement shall not be varied, altered,
    modified, canceled, changed, or in any way amended except by mutual
    agreement of the parties in a written instrument executed by Executive and a
    duly authorized officer of the Company.

         14.3. COUNTERPARTS. This Agreement may be executed in one (1) or more
    counterparts, each of which shall be deemed to be an original, but all of
    which together will constitute one and the same Agreement.



                                      -16-
<PAGE>

         14.4. TAX WITHHOLDING. The Company may withhold from any compensation
    or benefits payable under this Agreement all federal, state, city, or other
    taxes as may be required pursuant to any law or governmental regulation or
    ruling.

         14.5. CONTRACTUAL RIGHTS TO BENEFITS. Nothing herein contained shall
    require or be deemed to require, or prohibit or be deemed to prohibit, the
    Company to segregate, earmark or otherwise set aside any funds or other
    assets, in trust or otherwise, to provide for any payments to be made or
    required hereunder.

         14.6. NO WAIVER. Failure to insist upon strict compliance with any of
    the terms, covenants or conditions of this Agreement shall not be deemed a
    waiver of such term, covenant or condition, nor shall any waiver or
    relinquishment of any right or power hereunder at any one or more times be
    deemed a waiver or relinquishment of such right or power at any other time
    or times.

         14.7. GOVERNING LAW; CHOICE OF FORUM. To the extent not preempted by
    federal law, the provisions of this Agreement shall be construed and
    enforced in accordance with the laws of the State of Indiana,
    notwithstanding any state's choice-of-law or conflicts-of-law rules to the
    contrary. The Company and Executive further acknowledge and agree that this
    Agreement is intended, among other things, to supplement the provisions of
    the Uniform Trade Secrets Act, as amended from time to time, and the duties
    Executive owes to the Company under the common law, including, but not
    limited to, the duty of loyalty. The parties agree that any legal action
    pursuant to Section 10 of this Agreement shall be commenced and maintained
    exclusively before any appropriate state court of record in Vanderburgh
    County, Indiana, or in the United States District Court for the Southern
    District of Indiana, Evansville Division, and the parties hereby submit to
    the jurisdiction and venue of such courts and waive any right to challenge
    or otherwise object to personal jurisdiction or venue in any action
    commenced or maintained in such courts.

         14.8. ARBITRATION OF DISPUTES. Except as provided in Section 10 of this
    Agreement, any controversy or claim arising out of or relating to this
    Agreement or the breach thereof, shall be settled by binding arbitration in
    the City of Evansville, Indiana, in accordance with the laws of the State of
    Indiana by three arbitrators, one of whom shall be appointed by the Company,
    one by Executive and the third of whom shall be appointed by the first two
    arbitrators. The arbitration shall be conducted in accordance with the rules
    of the American Arbitration Association, except with respect to the
    selection of arbitrators which shall be as provided in this Section.
    Judgment upon the award rendered by the arbitrators may be entered in any
    court having jurisdiction thereof. The expenses of arbitration, and the fees
    of the arbitrators, shall be paid by the party determined by the arbitrators
    as the non-prevailing party. In addition, the prevailing party shall be
    entitled to recover its costs, including reasonable attorneys' fees,
    incurred in connection with the arbitration, any proceeding under Section 10
    and any subsequent enforcement of any arbitration award in court.


                                      -17-
<PAGE>

         IN WITNESS WHEREOF, Executive and the Company have executed this
    Agreement, intending it to be effective as of the Effective Date.

INTEGRA BANK CORPORATION


By: /s/ MICHAEL T. VEA                                /s/ CHARLES A. CASWELL
    -----------------------------------               --------------------------
                                                      Charles A. Caswell

Name: Michael T. Vea
     ----------------------------------

Title: Chairman, President and CEO
       --------------------------------
                 "Company"                                "Executive"



                                      -18-