Exhibit 10.4

                              AMENDMENT NO. 1
                        Dated as of November 2, 2006
                                     to
                                 Agreement
                                  Between
                              Paul A. Chrisco
                                    and
                   Community Bank Shares of Indiana, Inc.
                             Dated July 3, 2003

      Paul A. Chrisco  ("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 3, 2003 (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:

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                        (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 adding the following two  definitions  in Section 1 of the Agreement
as Section 1(e) and Section 1(h) and  renumbering  Sections 1(e) through 1(i) as
Sections 1(f), 1(g), 1(i), 1(j) and 1(k):

                        (e)  Compensation.  "Compensation"  shall  mean all
            wages and other  compensation  identified  on all IRS Forms W-2
            issued to the Executive by the Corporation  with respect to any
            calendar year.

                        (h) Employment  Change.  "Employment  Change" shall
            mean any of the  following  not agreed to by the  Executive  in
            writing:  (i) the requirement  that Executive move his personal
            residence,  or perform his principal executive functions,  more
            than  thirty-five  (35) miles from his primary office as of the
            date of the subject Change in Control of the Corporation;  (ii)
            the failure by the  Corporation  (or its successor) to continue
            to   provide   Executive   with   Compensation   and   benefits
            substantially  similar to those  provided  Executive  as of the
            date of the  subject  Change in Control of the  Corporation  or
            benefits  substantially  similar to those provided to him under
            any of the employee  benefit  plans in which the Executive is a
            participant as of such Change in Control of the Corporation (or
            the failure by the Corporation [or its successor] to afford the
            Executive  annual  increases  in the  Executive's  Compensation
            commensurate   with  the  average   increases  in  Compensation
            received by the  Executive  for the three years  preceding  the
            subject  Change in Control,  or the failure by the  Corporation
            [or its  successor]  to make  available  to the  Executive  new
            benefits made generally  available to the executive officers of
            the  Corporation  [or its  successor]),  or the  taking  of any
            action by the  Corporation  which would  directly or indirectly
            reduce  any  of  such   Compensation  or  benefits  or  deprive
            Executive of any  material  fringe  benefit  enjoyed by him; or
            (iii)  a  material   diminution  or  reduction  in  Executive's
            responsibilities    or    authority     (including    reporting
            responsibilities)  in connection  with his employment  with the
            Corporation,  or the  taking of any  action by the  Corporation
            which  would   directly  or  indirectly   reduce  any  of  such
            Compensation  or benefits or deprive  Executive of any material
            fringe benefit enjoyed by him; (iv) the assignment to Executive
            of  duties  and  responsibilities  other  than  those  normally
            associated  with his  position;  (v) the  requirement  that the
            Executive  report to any person other than the Chief  Executive
            Officer  of the  Corporation  (or  its  successor);  or  (vi) a
            material     diminution    or

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            reduction   in   Executive's   responsibilities   or  authority
            (including  reporting  responsibilities) in connection with his
            employment with the Corporation.

      C. by adding the  following  definition  in Section 1 of the  Agreement as
Section 1(l):

                        (l) Triggering Event. "Triggering Event" shall mean
            either one of the following  events if such event occurs within
            the  twenty-four  (24) month period  immediately  following the
            date  of a  Change  in  Control  of the  Corporation:  (i)  the
            Executive's  employment  with  the  Corporation  is  terminated
            without Cause or (ii) the Executive resigns his employment with
            the   Corporation   within  ninety  (90)  days   following  any
            Employment Change.

      D. by adding the following Section 3(f) to the Agreement:

                        (f)  During  the term of this  Agreement,  Employer
            shall provide the Executive  with a cash  allowance of at least
            $600.00 per month for an automobile.

      E. by  deleting  Section  5(c)(1) of the  Agreement  in its  entirety  and
substituting in lieu thereof the following:

                              (1) 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

      F. by deleting the introductory paragraph of Section 6 and Section 6(a) of
the Agreement in their entirety and substituting in lieu thereof the following:

                  6. CHANGE IN CONTROL OF THE CORPORATION.  In the event of
            a Triggering  Event,  then the Employer  shall,  subject to the
            provisions of Section 7 hereof, if applicable:

                        (a) immediately  pay to the Executive,  in a single
            lump sum payment,  a cash amount equal to two (2) times each of
            (i) the Executive's Base Salary,  (ii) the Executive's  average
            yearly automobile allowance paid during the prior two (2) years
            and (iii) the  Executive's

<PAGE>

            average yearly bonus compensation paid during the prior two (2)
            years,  which amount shall be  calculated 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

      G. 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.

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.

               [Remainder of this page intentionally left blank.]

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      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/ Paul A. Chrisco
                                   -------------------
                                   Paul A. Chrisco

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


Date Signed: November 2, 2006      By: /s/ James D. Rickard
                                       --------------------
                                           James D. Rickard
                                           President and Chief Executive Officer