Exhibit 10.1

                                 AMENDMENT NO. 1
                          Dated as of November 2, 2006
                                       to
                                    Agreement
                                     Between
                                James D. Rickard
                                       and
                     Community Bank Shares of Indiana, Inc.
                               Dated July 26, 2000

      James D. Rickard  ("Executive") and Community Bank Shares of Indiana, Inc.
("Employer") (collectively, the "Parties") agree as follows:

                              PRELIMINARY STATEMENT

      The  Parties  entered  into a certain  Agreement  dated July 26, 2000 (the
"Agreement") in connection with the employment of the Executive by the Employer.
The Parties have agreed to amend the  Agreement in the manner set forth below in
order to comply with changes in federal income tax laws that have occurred since
the  Agreement  was entered into and in  consideration  of  Employer's  grant of
performance units to Executive under Employer's Performance Units Plan.

      NOW THEREFORE,  in consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows:

      Section I. Cross-References and Definitions.

            (a) Reference is made to the Agreement. Upon and after the effective
date of this Amendment all  references to the Agreement in that document,  or in
any related  document,  shall mean the  Agreement as amended by this  Amendment.
Except as expressly  provided in this  Amendment,  the execution and delivery of
this Amendment  does not and will not amend,  modify or supplement any provision
of,  or  constitute  a  consent  to or  waiver  of any  noncompliance  with  the
provisions  of, the  Agreement,  and,  except as  specifically  provided in this
Amendment, the Agreement shall remain in full force and effect.

            (b) Unless  otherwise  defined herein,  terms used in this Amendment
which  are  defined  in the  Agreement  shall  have the same  meaning  herein as
therein.

      Section II.  Amendments.  The  Agreement is hereby  amended as of the date
hereof as follows:

            (a) by deleting  Section  1(c) of the  Agreement in its entirety and
substituting in lieu thereof the following:

<PAGE>

      (c) Change in Control of the Corporation. A "Change in Control of the
      Corporation" shall be determined in accordance with the definition of
      "a change in the ownership or effective control of the [C]orporation,
      or in the  ownership  of a  substantial  portion of the assets of the
      [C]orporation"  under Section  409A,  and the  regulations  and other
      guidance promulgated  thereunder  (collectively,  "IRC 409A"), of the
      Internal Revenue Code of 1986, as amended (the "Code").

            (b) by deleting Section 5(c)(A) of the Agreement in its entirety and
substituting in lieu thereof the following:

      (A) pay to the  Executive,  in equal monthly  installments  beginning
      with  the  first  business  day of the  month  following  the Date of
      Termination,  a cash severance  amount equal to the Base Salary which
      the  Executive  would have  earned  over the  remaining  term of this
      Agreement as of his Date of Termination;  provided,  however, that if
      said payments constitute  nonqualified deferred compensation pursuant
      to IRC 409A and if the  Executive is a  "specified  employee" as that
      term is  defined  under Code  Section  409A(a)(2)(B),  the  aggregate
      amount of the  first  seven  installments  shall be paid on the first
      business day of the seventh month  following the Date of Termination,
      with  the  remaining  installment  payments  to be made on the  first
      business day of each succeeding month; and

            (c) by deleting  Section  6(A) of the  Agreement in its entirety and
substituting in lieu thereof the following:

      (A) immediately pay to the Executive, in a single lump sum payment, a
      cash amount equal to three (3) times the  Executive's  Base Salary as
      of the date of the Change in Control  of the  Corporation;  provided,
      however,  that  if said  payment  constitutes  nonqualified  deferred
      compensation  pursuant  to  IRC  409A  and  if  the  Executive  is  a
      "specified  employee"  as that term is  defined  under  Code  Section
      409A(a)(2)(B),  the  lump  sum  payment  shall  be made on the  first
      business day of the seventh month following the date of the Change in
      Control of the Corporation; and

            (d) by adding the  following  sentence to the end of Section 8(b) of
the Agreement:

            For the sake of  clarification,  in the  event  of a Change  in
            Control of the  Corporation,  the covenants  described above in
            this Section 8(b) will not apply to the Executive regardless of
            whether  or  not  the  Executive  voluntarily  resigned  or was
            terminated  and  regardless  of whether or not the Executive is
            entitled  to the lump sum cash  payment  described  in  Section
            6(A).

      Section  III.   Governing  Law.  This  Amendment  shall  be  construed  in
accordance with, and governed by, the laws of the State of Indiana.

<PAGE>

      Section IV. Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an  original  and shall be binding
upon all parties and their  respective  successors  and assigns and all of which
taken together shall constitute one and the same agreement.

      Section V. Binding  Effect;  Benefit.  This Amendment shall be binding on,
and inure to the benefit of, the parties  hereto,  and their  respective  heirs,
successors, legal representatives and permitted assigns.

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

                                   "Executive"


Date Signed: November 2, 2006      /s/ James D. Rickard
             ----------------      --------------------
                                   James D. Rickard

                                   COMMUNITY BANK SHARES OF INDIANA, INC.
                                   ("Employer")


Date Signed: November 2, 2006      By: /s/ Timothy T. Shea
                                       -------------------
                                       Timothy T. Shea
                                       Chairman of the Board of Directors