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                                                                  EXHIBIT 10(b)



                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                            INTEGRA BANK CORPORATION
                                       AND
                                D. MICHAEL KRAMER



                            (EFFECTIVE JULY 28, 2003)


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                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                            INTEGRA BANK CORPORATION
                                       AND
                                D. MICHAEL KRAMER

                  This Employment Agreement ("Agreement") is made and entered
into by and between Integra Bank Corporation, an Indiana corporation (the
"Company") and D. Michael Kramer ("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 - Technology and Operations 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 Twenty Thousand Dollars ($220,000) (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



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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



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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



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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



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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-
<PAGE>

         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:

                  D. Michael Kramer
                  1087 Jefferson Ct.
                  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/ D. MICHAEL KRAMER
    -------------------------------            --------------------------------
                                                    D. Michael Kramer
Name:     Michael T. Vea
      ----------------------------

Title: Chairman, President and CEO
       ---------------------------

              "Company"                                 "Executive"



                                      -18-