NATIONAL CITY BANCSHARES INC, S-8, 1999-05-24

NATIONAL CITY BANCSHARES INC
S-8, 1999-05-24
STATE COMMERCIAL BANKS

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As filed with the Securities and
Exchange Commission on May 24, 1999 Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________

NATIONAL CITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

INDIANA 35-1632155
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

227 MAIN STREET
P.O. BOX 868
EVANSVILLE, INDIANA 47705-0868
(Address of Principal Executive Offices) (Zip Code)

NATIONAL CITY BANCSHARES, INC.
1999 STOCK OPTION AND INCENTIVE PLAN

STOCK OPTION AGREEMENT DATED AUGUST 31, 1998
BETWEEN NATIONAL CITY BANCSHARES, INC. AND CLYDE A. TURNER

STOCK OPTION AGREEMENT DATED AUGUST 31, 1998
BETWEEN NATIONAL CITY BANCSHARES, INC. AND TIMOTHY J. BRANNON
(Full title of the plans)

ROBERT A. KEIL
NATIONAL CITY BANCSHARES, INC.
227 MAIN STREET
P.O. BOX 868
EVANSVILLE, INDIANA 47705-0868
(Name and address of agent for service)

(812) 464-9677
(Telephone number, including area code, of agent for service)

COPY TO:
DAVID C. WORRELL
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE (2)
<S> <C> <C> <C> <C>
Common Stock, 760,099 shares $26.66 (3) $20,264,239 (3) $5,633.46 (3)
without par value
</TABLE>

(1) Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. In addition, pursuant to Rule 457(h)(2) under the
Securities Act, no separate fee is required to register such interests.

(2) It is impracticable to state the maximum offering price. Shares offered
pursuant to incentive stock options granted under the 1999 Stock Option and
Incentive Plan are to offered at not less than the fair market value of one
share of Common Stock on the date such stock options are granted and shares
offered pursuant to non-qualified stock options are to be offered at not
less than 85% of the fair market value of one share of Common Stock on the
date such stock options are granted.

(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) and (h) under the Securities Act
using the average of the high and low sale prices of the Common Stock as
reported by the Nasdaq Stock Market on May 18, 1999, which was $26.66 per
share.
<PAGE>
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by National City Bancshares,
Inc. (the "Registrant") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:

(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998; and

(2) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A/A filed with the
Securities and Exchange Commission on June 12, 1998, including
any amendment or report filed for the purpose of updating such
description.

In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from their respective dates
of filing.

The Registrant will promptly provide without charge to each person to
whom a prospectus is delivered a copy of any or all information that has
been incorporated herein by reference (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such information) upon the
written or oral request of such person directed to the Secretary of the
Registrant at its principal offices, 227 Main Street, P.O. Box 868,
Evansville, Indiana 47705-0868, telephone (812) 464-9677.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Indiana Business Corporation Law provides that a corporation,
unless limited by its Articles of Incorporation, is required to indemnify
its directors and officers against reasonable expenses incurred in the
successful defense of any proceeding to which the director or officer was a
party because of serving as a director or officer of the corporation.

The Registrant may also voluntarily undertake to provide for
indemnification of directors, officers and employees of the Registrant
against any and all liability and reasonable expense that may be incurred
by them, arising out of any claim or action, civil, criminal,
administrative or investigative, in which they may become involved by
reason of being or having been a director, officer, or employee. To be
entitled to indemnification, those persons must have been wholly successful
in the claim or action or the Board of Directors must have determined that
such persons acted in good faith in what they reasonably believed to be the
best interests of the Registrant (or at least not opposed to its best
interests) and, in addition, in any criminal action, had reasonable cause
to believe their conduct was lawful (or had no reasonable cause to believe
that their conduct was unlawful).

In addition, the Registrant has a directors' and officers' liability
and company reimbursement policy that insures against certain liabilities,
including liabilities under the Securities Act, subject to applicable
retentions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;

(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) of this
section do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville, State of
Indiana, on May 20, 1999.

NATIONAL CITY BANCSHARES, INC.

By: /S/ ROBERT D. VANCE
Robert D. Vance
Interim Chairman of the Board and
Interim Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Robert D. Vance and Robert A. Keil, each with full power of substitution,
to execute in the name and on behalf of such person any post-effective
amendment to this Registration Statement and to file the same, with
exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate,
and appoints each of Robert D. Vance and Robert A. Keil, each with full
power of substitution, attorney-in-fact to sign any amendment and any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ ROBERT D. VANCE Interim Chairman of the Board, May 20, 1999
Robert D. Vance Interim Chief Executive Officer
and Director
(Principal Executive Officer)
/S/ ROBERT A. KEIL President, Chief Financial May 20, 1999
Robert A. Keil Officer and Director (Principal
Financial Officer)
/S/ STEPHEN C. BYELICK, JR. Secretary and Treasurer May 20, 1999
Stephen C. Byelick, Jr. (Principal Accounting Officer)
/S/ JANICE L. BEESLEY Director May 20, 1999
Janice L. Beesley
/S/ BEN L. CUNDIFF Director May 20, 1999
Ben L. Cundiff
SUSANNE R. EMGE Director May 20, 1999
Susanne R. Emge
/S/ DONALD G. HARRIS Director May 20, 1999
Donald G. Harris
/S/ DR. H. RAY HOOPS Director May 20, 1999
Dr. H. Ray Hoops
/S/ JOHN D. LIPPERT Director May 20, 1999
John D. Lippert
/S/ GEORGE D. MARTIN Director May 20, 1999
George D. Martin
/S/ RONALD G. REHERMAN Director May 20, 1999
Ronald G. Reherman
/S/ LAURENCE R. STEENBERG Director May 20, 1999
Laurence R. Steenberg
/S/ RICHARD F. WELP Director May 20, 1999
Richard F. Welp
</TABLE>

<PAGE>
INDEX TO EXHIBITS

Exhibit No. Description of Exhibit

[S] [C]
4.1 Restated Articles of Incorporation of the Registrant. (The copy of
this Exhibit filed as Exhibit 3.1 to the Registrant's Registration
Statement on Form 8-A/A dated June 12, 1998 is incorporated herein
by reference.)
4.2 By-Laws of the Registrant, as amended to date. (The copy of this
Exhibit filed as Exhibit 3(ii) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997 is incorporated
herein by reference.)
4.3 National City Bancshares, Inc. 1999 Stock Option and Incentive Plan.
4.4(a) Stock Option Agreement dated August 31, 1998 between National City
Bancshares, Inc. and Clyde A. Turner.
4.4(b) Amendment to Stock Option Agreement dated August 31, 1998 between
National City Bancshares, Inc. and Clyde A. Turner.
4.5(a) Stock Option Agreement dated August 31, 1998 between National City
Bancshares, Inc. and Timothy J. Brannon.
4.5(b) Amendment to Stock Option Agreement dated August 31, 1998 between
National City Bancshares, Inc. and Timothy J. Brannon.
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Crowe, Chizek & Company LLP.
23.3 Consent of Sherman, Barber & Mullikin.
23.4 Consent of Thurman Campbell & Co.
23.5 Consent of Gray Hunter Stenn LLP.
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).

EXHIBIT 4.3

NATIONAL CITY BANCSHARES, INC.
1999 STOCK OPTION AND INCENTIVE PLAN

1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Company and its shareholders by providing a means for
attracting and retaining Employees and Directors who provide services to the
Company and its Affiliates.

2. DEFINITIONS. The following definitions are applicable to the Plan:

"AFFILIATE" means any "parent corporation" or "subsidiary corporation" of
the Company as such terms are defined in Code Sections 424(e) and (f),
respectively.

"AWARD" means the grant by the Committee of Incentive Stock Options,
Nonqualified Stock Options or any combination of the foregoing, pursuant to the
terms of the Plan.

"AWARD AGREEMENT" means the written agreement setting forth the terms and
provisions applicable to an Award granted under the Plan.

"BOARD" means the Board of Directors of the Company.

"CAUSE" means, in connection with a Participant's Termination of Service,
theft or embezzlement from the Company or any Affiliate, violation of a
material term or condition of employment, disclosure of confidential
information of the Company or any Affiliate, conviction of the Participant of a
crime of moral turpitude, stealing of trade secrets or intellectual property
owned by the Company or any Affiliate, any act by the Participant in
competition with the Company or any Affiliate, or any other act, activity or
conduct of a Participant which in the opinion of the Board is adverse to the
best interests of the Company or any Affiliate.

"CHANGE IN CONTROL" means any one of the following events: (a) any third
person, including a "group" as defined in Section 13(d)(3) of the Exchange Act
after the date of the adoption of the Plan by the Board, first becomes the
beneficial owner of shares of the Company with respect to which 25% or more of
the total number of votes for the election of the Board of Directors of the
Company may be cast, (b) as a result of, or in connection with, any cash tender
offer, exchange offer, merger or other business combination, sale of assets or
contested election, or combination of the foregoing, the persons who were
Directors of the Company shall cease to constitute a majority of the Board of
the Company or (c) the shareholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to be an
independent publicly owned entity or for a sale or other disposition of all or
substantially all the assets of the Company; provided, however, that the
occurrence of any of the foregoing events shall not be deemed a Change in
Control if, prior to occurrence, a resolution specifically approving the
occurrence shall have been adopted by at least a majority of the Board.

"CODE" means the Internal Revenue Code of 1986, as amended, and
interpretive rules and regulations thereunder.

"COMMITTEE" means the Committee appointed by the Board to administer the
Plan.

"COMPANY" means National City Bancshares, Inc., an Indiana corporation.

"DATE OF GRANT" means the date on which an Award is granted, as
determined by the Committee; provided, however, that in the absence of a
Committee determination, the date on which the Committee adopts a resolution
granting the Award.

"DIRECTOR" means any individual who is a member of the Board regardless
of whether the Director is an Employee of the Company or any Affiliate.

"DISABILITY" means total and permanent disability as determined by the
Committee pursuant to Code Section 22(e)(3).

"EMPLOYEE" means any person employed by the Company or an Affiliate, or
expected to be employed by the Company or Affiliate, provided the individual
becomes actually so employed.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"EXERCISE PRICE" means the price per Share at which the Shares subject to
an Option may be purchased upon exercise of the Option.

"INCENTIVE STOCK OPTION" means an Option to purchase Shares which is
intended to qualify under Code Section 422.

"MARKET VALUE" as of a specified date means the mean between the highest
and the lowest sales prices as reported by the Nasdaq National Market for one
Share for the date immediately preceding the date as of which Market Value is
being determined (or, if there were fewer than two sales transactions reported
on such date, on the last preceding date on which there were two or more
transactions reported), or if the Shares are not listed for trading on the
Nasdaq National Market, the mean between the highest bid and the lowest asked
quotations of one Share for the date immediately preceding the date as of which
Market Value is being determined (or, if there were no reported bid and asked
quotations on such date, on the last preceding date) as reported by NASDAQ or
any similar quotation system then in use, or, if no such quotations are
available, the fair market value of one Share as the Committee shall determine.

"NONQUALIFIED STOCK OPTION" means an Option to purchase Shares which is
not intended to qualify under Code Section 422.

"OPTION" means an Incentive Stock Option or a Nonqualified Stock Option.

"PARTICIPANT" means an individual selected by the Committee to receive an
Award.

"PLAN" means the National City Bancshares, Inc., 1999 Stock Option and
Incentive Plan.

"REORGANIZATION" means the liquidation or dissolution of the Company or
any merger, consolidation or combination of the Company (other than a merger,
consolidation or combination in which the Company is the continuing entity and
which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property or any combination
thereof).

"RETIREMENT" means, with respect to an Employee, Termination of Service
with the Company or any Affiliate after completing ten (10) years of service
and attaining age sixty (60).

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SHARES" means the shares of common stock, no par value, of the Company.

"TERMINATION OF SERVICE" means, in the case of an Employee, the
termination of the employment relationship between the Employee and the Company
and all Affiliates; and in the case of an individual that is not an Employee,
the termination of the service relationship between the individual and the
Company and all Affiliates.

3. ADMINISTRATION. The Plan shall be administered by a Committee, which
shall consist of three or more members of the Board. The members of the
Committee shall be appointed by the Board. A majority of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all
members of the Committee without a meeting, shall be acts of the Committee.

Except as expressly limited by the Plan, the Committee shall have all powers
and discretion necessary or appropriate to administer the Plan and control its
operation, including, but not limited to, the power to (a) select Participants,
grant Awards and provide the terms and conditions of all Awards (which need not
be identical among Participants); (b) interpret the Plan and Awards; and, (c)
adopt rules and procedures for the administration, interpretation and operation
of the Plan. All determinations and decisions made by the Committee pursuant
to the provisions of the Plan shall be final, conclusive, and binding on all
persons, and shall be given the maximum deference permitted by law.

4. PARTICIPANTS. The Committee, in its sole discretion, may select from
time to time Participants in the Plan from those Employees and Directors who,
in the opinion of the Committee, have the capacity for contributing in a
substantial measure to the successful performance of the Company or its
Affiliates; provided, however, Incentive Stock Options may be granted only to
Employees of the Company or its Affiliates.

5. SUBSTITUTE OPTIONS. In the event the Company or an Affiliate consummates
a transaction described in Code Section 424(a), persons who become Employees or
Directors on account of such transaction may be granted Options in substitution
for Options granted by the former employer. The Committee, in its sole
discretion and consistent with Code Section 424(a) shall determine the Exercise
Price of the substitute Options.

6. AWARD AGREEMENT. Each Award shall be evidenced by an Award Agreement
containing the terms and the conditions of the Award, as determined by the
Committee, in its sole discretion. With respect to Awards of Options, in
addition to any other terms and conditions the Committee establishes, the Award
Agreement shall specify the Exercise Price, the time or times at which an
Option will vest or become exercisable, the term of the Option, the number of
Shares to which the Option pertains, any conditions to exercise of the Option,
and whether the Option is intended to be an Incentive Stock Option or a
Nonqualified Stock Option.

7. SHARES SUBJECT TO PLAN, LIMITATIONS ON GRANTS AND EXERCISE PRICE.
Subject to adjustment by the operation of Section 11 of the Plan:

(a) The maximum number of Shares which may be issued under Awards under
the Plan shall not exceed 750,000 Shares. The Shares may be either
authorized and unissued Shares or Shares acquired by the Company and held as
treasury Shares. Shares that are withheld to satisfy payment of the
Exercise Price or any tax withholding obligation and any Shares subject to
an Award which expires, terminates or is surrendered for cancellation may be
subject to new Awards under the Plan.

(b) The number of Shares which may be issued hereunder to any Employee
during any calendar year under all forms of Awards shall not exceed 75,000
Shares.

(c) The Exercise Price for Shares awarded under Incentive Stock Options
may not be less than the Market Value of the Shares on the Date of Grant;
provided, however, the Exercise Price may not be less than 110% of Market
Value with respect to Incentive Stock Options granted to any Employee who,
together with persons whose stock ownership is attributed to the Employee
pursuant to Code Section 424(d), owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any of
its Affiliates. The Exercise Price for Shares awarded under Nonqualified
Stock Options may not be less than 85% of the Market Value of the Shares on
the Date of Grant.

8. TERM OF OPTIONS. Unless otherwise provided in the Award Agreement,
Options shall expire on, and may not be exercised after, the earliest to occur
of the following events:

(a)the tenth anniversary of the Date of Grant;

(b) three (3) months after a Participant's Termination of Service by
reason of Retirement, except that any Nonqualified Stock Options shall
expire, and may not be exercised after, five (5) years after a Participant's
Termination of Service by reason of Retirement;

(d) one (1) year after a Participant's death while employed or within
three (3) months after Termination of Service by reason of Retirement or
Disability;

(e) one (1) year after a Participant's death within three (3) months
after Termination of Service for reason other than Retirement or Disability;
provided, however, an Option may be exercised only to the extent exercisable
by the Participant immediately prior to the Participant's death;

(f) three (3) months after a Participant's voluntary Termination of
Service; provided, however, an Option may be exercised only to the extent
exercisable by the Participant immediately prior to the Participant's
Termination of Service;

(g) three (3) months after involuntary Termination of Service for reason
other than Cause; and

(h) the date of involuntary Termination of Service for Cause.

9. METHOD OF EXERCISE OF OPTIONS. To exercise an Option under the Plan,
the Participant must give written notice to the Company (which shall specify
the number of Shares with respect to which the Participant elects to exercise
the Option) together with full payment of the Exercise Price. The date of
exercise shall be the date on which the notice and payment are received by the
Company. Payment of the Exercise Price shall be made in cash (including check,
bank draft or money order), or with the consent of the Committee, in whole or
in part through the surrender of shares of common stock the Participant has
owned for more than six months.

10. INCENTIVE STOCK OPTIONS - ADDITIONAL PROVISIONS. Any provisions of the
Plan to the contrary notwithstanding, Incentive Stock Options shall be subject
to the following:

(a) The aggregate Market Value (determined on the Date of Grant) of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by any Employee during any calendar year (under all plans of the
Company and its Affiliates) shall not exceed $100,000.

(b) No Incentive Stock Option may be exercised more than three (3) months
after the Participant's Termination of Service for any reason other than
Disability or death, unless (a) the Participant dies during such three-month
period, and (b) the Award Agreement or the Committee permits later exercise.

(c) No Incentive Stock Option may be exercised after the expiration of
ten (10) years from the Date of Grant; provided, however, that if the Option
is granted to an Employee who, together with persons whose stock ownership
is attributed to the Employee pursuant to Code section 424(d), owns stock
possessing more than 10% of the total combined voting power of all classes
of stock of the Company or any of its Affiliates, the Option may not be
exercised after the expiration of five (5) years from the Date of Grant.

Unless otherwise provided by the Committee in the Award Agreement, to the
extent that an Option does not qualify as an Incentive Stock Option, because of
its provisions, the time and manner of its exercise or otherwise, the Option or
portion thereof which does not so qualify, shall constitute a separate
Nonqualified Stock Option.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be granted under the Plan and the number
and class of shares and Exercise Price of Options with respect to Awards
previously granted under the Plan may be adjusted by the Committee, in its sole
discretion, and the Committee's determination shall be conclusive.

12. EFFECT OF REORGANIZATION. Except as otherwise specifically provided in
the Award Agreement, Awards will be affected by a Reorganization as follows:

(a) If the Reorganization is a dissolution or liquidation of the
Company, then each outstanding Option shall terminate, but each Participant
to whom the Option was granted shall have the right, immediately prior to
such dissolution or liquidation to exercise his Option in full,
notwithstanding the provisions of Section 9, and the Company shall notify
each Participant of the Participant's right within a reasonable period of
time prior to any dissolution or liquidation.

(b) If the Reorganization is a merger or consolidation, other than a
Change in Control subject to Section 13 of this Plan, upon the effective
date of the Reorganization, each Optionee shall be entitled, upon exercise
of his Option in accordance with all of the terms and conditions of the
Plan, to receive in lieu of Shares, shares of stock or other securities or
consideration as the holders of Shares shall be entitled to receive pursuant
to the terms of the Reorganization.

The adjustments contained in this Section and the manner of application of
its provisions shall be determined solely by the Committee.

13. EFFECT OF CHANGE OF CONTROL. Upon a Change in Control, unless the
Committee shall have otherwise provided in the Award Agreement, all Options
theretofore granted and not fully exercisable shall become exercisable in full
upon the happening of the event and shall remain exercisable in accordance with
their terms; provided, however, no Option which has previously been terminated
shall become exercisable.

14. ASSIGNMENTS AND TRANSFERS. Except as expressly authorized by the
Committee in the Award Agreement, Awards may not be assigned, encumbered or
transferred otherwise than by will or the laws of descent and distribution, and
during the Participant's lifetime, may be exercisable only by the Participant.

15. PARTICIPANT RIGHTS LIMITED. No Employee, Director or other person shall
have a right to be selected as a Participant nor, having been so selected, to
be selected again as a Participant, and no Employee, Director or other person
shall have any claim or right to be granted an Award under the Plan or under
any other incentive or similar plan of the Company or any Affiliate. Neither
the Plan nor any action taken pursuant to the Plan shall be construed as giving
any person any right to be retained in the employ or service of the Company or
any Affiliate.

16. SHAREHOLDER RIGHTS. No Participant or other person shall have any of
the rights or privileges of a shareholder of the Company with respect to any
Shares issuable pursuant to an Award unless and until certificates representing
the Shares shall have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Participant or other
person entitled to the Shares.

17. WITHHOLDING TAX. Prior to the delivery of any Shares or cash pursuant
to an Award, the Company shall have the right and power to deduct or withhold,
or require the Participant to remit to the Company, an amount sufficient to
satisfy all applicable tax withholding requirements. The Committee, in its
sole discretion and pursuant to such procedures as it may establish from time
to time, may permit a Participant to satisfy all or part of the Exercise Price
and tax withholding obligations in connection with an Award by (a) having the
Company withhold otherwise deliverable Shares, or (b) delivering to the Company
Shares already owned for more than six months having a Market Value equal to
the amount required to be withheld. The amount of the withholding requirement
shall be the applicable statutory minimum federal, state or local income tax
with respect to the Award on the date that the amount of tax is to be withheld.
For these purposes, the value of the Shares to be withheld or delivered shall
be equal to the Market Value as of the date that the taxes are required to be
withheld.

18. SETTLEMENT OF AWARDS. The Company's obligation to deliver Shares with
respect to an Award shall be subject to such conditions, restrictions and
contingencies as the Company may establish, including but not limited to, the
receipt of a representation as to the investment intention of the person to
whom Shares are to be delivered, in such form as the Company shall determine to
be necessary or advisable to comply with the provisions of the Securities Act
or any other applicable federal or state securities legislation. It may be
provided that any representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the necessity of a
representation under the Securities Act or other securities legislation. The
Company shall not be required to deliver any Shares under the Plan prior to
(a) the admission of the Shares to listing on any stock exchange or system on
which the Shares may then be listed, and (b) the completion of any registration
or other qualification of the Shares under any state or federal law, rule or
regulation, as the Company shall determine to be necessary or advisable.

19. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may at any
time terminate, and may at any time and from time to time and in any respect
amend or modify, the Plan; provided however, that to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or Code Section 422
(or any other applicable law or regulation, including requirements of any stock
exchange or quotation system on which the Shares are listed or quoted)
shareholder approval of any Plan amendment shall be obtained in such a manner
and to such a degree as is required by the applicable law or regulation; and
provided further, that no termination, amendment or modification of the Plan
shall in any manner affect any Award theretofore granted pursuant to the Plan
without the consent of the Participant to whom the Award was granted or
transferee of the Award.

20. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
its adoption by the Board, subject to approval and ratification by the
shareholders of the Company at the next annual meeting of shareholders. Awards
may be granted prior to shareholder approval and ratification, but shall become
null and void if the Company's shareholders fail to approve and ratify the Plan
as provided in this Section. After approval by the Company's shareholders, the
Plan shall continue in effect for a term of ten (10) years from the date of
adoption by the Board of Directors unless sooner terminated pursuant to Section
19 of the Plan.

21. GOVERNING LAW. The Plan and Award Agreements shall be construed in
accordance with and governed by the laws of the State of Indiana.

ADOPTED BY THE BOARD OF DIRECTORS OF
NATIONAL CITY BANCSHARES, INC.
AS OF APRIL 5, 1999

ADOPTED BY THE SHAREHOLDERS OF
NATIONAL CITY BANCSHARES, INC.
AS OF MAY 19, 1999

EXHIBIT 4.4(A)

NATIONAL CITY BANCSHARES, INC.
STOCK OPTION AGREEMENT

This Agreement, made and entered into as of August 31, 1998, by and between
National City Bancshares, Inc., an Indiana corporation (the "Corporation"), and
Clyde A. (Pete) Turner (the "Optionee"),

WITNESSETH:

WHEREAS, Optionee is or was the holder of stock options to purchase shares
of common stock, no par value, of Community First Financial, Inc., a Kentucky
Corporation ("CFF"); and

WHEREAS, pursuant to the Agreement and Plan of Merger dated as of March 9,
1998, by and among the Corporation and CFF, CFF has been merged with and into
the Corporation (the "Merger"); and

WHEREAS, said Agreement and Plan of Merger provides that all rights under
the CFF options will be assumed by the Corporation and will represent the right
to acquire that number of common shares of the Corporation to which the
optionee under the CFF option would have been entitled if, immediately prior to
the Merger, the Optionee had fully exercised the CFF option; and

WHEREAS, the Board of Directors of the Corporation (the "Board") has
determined that pursuant to the terms of the aforesaid Merger an option to
acquire common shares, without par value, of the Corporation ("Common Shares")
should be granted to the Optionee upon the terms and conditions set forth in
this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, the parties hereto make the following agreement, intending to
be legally bound hereby;

1. GRANT OF OPTION. The Corporation hereby grants to the Optionee an option
(the "Option") to purchase 6,413 Common Shares of the Corporation. The Option
is intended and shall be treated as a nonqualified stock option and not as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended.

2. OPTION PRICE. The purchase price (the "Option Price") to be paid by the
Optionee to the Corporation upon the exercise of the Option shall be $5.83 per
Common Share.

3. EXERCISE OF OPTION. Subject to paragraph 4, the Optionee may exercise
the Option, from time to time as follows:

Common Shares Exercise Periods and
Termination Dates

6,413 6/22/2000 - 6/22/2002

4. TERMINATION OF OPTION.

(a) Unless sooner terminated as provided in the following subparagraph
(b), the Option and all rights hereunder with respect thereto, to the extent
such rights shall not have been exercised within the exercise periods described
in paragraph 3, shall terminate and become null and void as of the end of the
exercise period set forth in paragraph 3.

(b) Upon the occurrence of the Optionee's ceasing for any reason to be
employed by the Corporation or any of its subsidiaries, the Option, to the
extent not previously exercised, shall terminate and become null and void as of
the date of termination of the Optionee's employment.

(c) A transfer of the Optionee's employment between the Corporation and
any subsidiary of the Corporation, or between any subsidiaries of the
Corporation, shall not be deemed to be a termination of the Optionee's
employment.

5. EXERCISE OF OPTIONS.

(a) The Optionee may exercise the Option with respect to all or any part
of the Common Shares then exercisable hereunder by giving the Secretary of the
Corporation written notice of intent to exercise. The notice of exercise shall
specify the number of Common Shares as to which the Option is to be exercised
and the date of exercise thereof, which date shall be at least five days after
the giving of such notice unless an earlier time shall have been mutually
agreed upon.

(b) The Optionee must make full payment (in U.S. dollars) of the Option
Price on or before the exercise date specified in the notice of exercise in (i)
cash, (ii) by tendering previously acquired Common Shares of the Corporation
valued at fair market value on the exercise date as determined by the
Corporation, (iii) or by requesting the Corporation to withhold Common Shares
issuable upon exercise of the Option valued at fair market value as determined
by the Corporation.

On the exercise date specified in the Optionee's notice or as soon
thereafter as is practicable, the Corporation shall cause to be delivered to
the Optionee, a certificate or certificates for the Common Shares then being
purchased (out of theretofore unissued Common Shares or reacquired Common
Shares, as the Corporation may elect) upon full payment for such Common Shares.

(c) If the Optionee fails to pay for any of the Common Shares specified
in such notice as provided in the foregoing subparagraph (b), or fails to
accept delivery thereof, the Optionee's right to purchase such Common Shares
may be terminated by the Corporation. The date specified in the Optionee's
notice as the date of exercise shall be deemed the date of exercise of the
Option provided that payment in full for the Common Shares to be purchased upon
such exercise shall have been received by such date.

6. ADJUSTMENT OF AND CHANGES IN STOCK OF THE CORPORATION. In the event of a
reorganization, recapitalization, change of shares, stock split, spin-off,
stock dividend, reclassification, subdivision or combination of shares, merger,
consolidation, rights offering, or any other change in the corporate structure
or shares of capital stock of the Corporation, the Board, in its sole
discretion, may make such adjustment as it deems appropriate in the number and
kind of shares of Common Shares subject to the Option and/or in the Option
Price.

7. NO RIGHTS OF STOCKHOLDERS. Neither the Optionee nor any personal
representative shall be, or shall have any of the rights and privileges of, a
stockholder of the Corporation with respect to any of the Common Shares, in
whole or in part, prior to the date of exercise of the Option. No adjustment
shall be made for dividends or distributions or other rights for which the
record date is prior to the date payment is received by the Corporation.

8. NON-TRANSFERABILITY OF OPTION. During the Optionee's lifetime, the
Option shall be exercisable only by the Optionee or any guardian or legal
representative of the Optionee, and the Option shall not be transferable
except, in case of the death of the Optionee, by will or the laws of descent
and distribution, nor shall the Option be subject to attachment, execution or
other similar process. In the event of (a) any attempt by the Optionee to
sell, transfer, alienate, assign, pledge, hypothecate or otherwise dispose of
the Option, except as provided for herein, (b) the bankruptcy or insolvency of
the Optionee, or (c) the levy of any attachment, execution or similar process
upon the rights or interest hereby conferred, the Corporation may terminate the
Option by notice to the Optionee and it shall thereupon become null and void.

9. EMPLOYMENT NOT AFFECTED. Neither the granting of the Option nor its
exercise shall be construed as granting to the Optionee any right with respect
to continuance of his or her employment with the Corporation or any of its
subsidiaries (together the "Employer"). Except as may otherwise be limited by
a written agreement between the Optionee and his or her Employer, the right of
the Employer to terminate at will the Optionee's employment at any time
(whether by dismissal, discharge, retirement or otherwise) is specifically
reserved to the Employer and acknowledged by the Optionee.

10. AMENDMENT OF OPTION. The terms of the Option may be amended by the
Board at any time (a) if the Board determines, in its sole discretion, that
amendment is necessary or advisable in the light of any addition to or change
in the Internal Revenue Code of 1986 or in the regulations issued thereunder,
or any federal or state securities law or other law or regulation, that by its
terms applies to the Option; or (b) other than in the circumstances described
in Clause (a), with the consent of the Optionee.

11. NOTICE. Any notice to the Corporation provided for in this instrument
shall be mailed to its Secretary of the Corporation at P.O. Box 868,
Evansville, Indiana 47705. Any notice to the Optionee shall be addressed to
the Optionee at the current address shown on the payroll records of the
Corporation. Any notice shall be deemed to be duly given if and when properly
addressed and posted by registered or certified mail, postage prepaid.

12. REPRESENTATIONS OF OPTIONEE. The Optionee understands that the Common
Shares issuable upon exercise of the Option have not been registered under the
Securities Act of 1933, as amended, or any state securities laws and that the
Common Shares when issued pursuant to the exercise of the Option will be
subject to restrictions or transfer.

13. GOVERNING LAW. The validity, construction, interpretation and effect of
this instrument shall exclusively be governed by and determined in accordance
with the law of the State of Indiana, except to the extent preempted by federal
law, which shall to such extent govern.

14. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the Corporation and the Optionee in respect of the subject matter of
this Agreement, and this Agreement supersedes all prior and contemporaneous
Agreements between any party hereto in connection with the subject matter of
this Agreement. No officer, employee or other servant or agent of the
Corporation, and no servant or agent of the Optionee, is authorized to make any
representation, warranty or other promise not contained in this Agreement. No
change, termination or attempted waiver of any of the provisions of this
Agreement shall be binding upon any party hereto unless contained in a writing
signed by the party to be charged.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.

CORPORATION: OPTIONEE:

NATIONAL CITY BANCSHARES, INC.

By: /S/ ROBERT A. KEIL /S/ CLYDE A. "PETE" TURNER
Robert A. Keil, President Clyde A. (Pete) Turner

EXHIBIT 4.4(B)

[NATIONAL CITY BANCSHARES, INC. LETTERHEAD]

January 7, 1999

Mr. Clyde A. (Pete) Turner
Community First Bank of Kentucky
US 42
Warsaw, KY 41095

Dear Mr. Turner:

Reference is made to the Stock Option Agreement dated August 31, 1998 (the
"Agreement") between you and National City Bancshares, Inc. ("NCBE"). All
capitalized terms used in this letter shall have the meaning given them in
the Agreement.

Pursuant to Section 5(b) of the Agreement, you may pay the Exercise Price
(i) in cash, (ii) by surrendering other shares of NCBE Common Stock or
(iii) by requesting NCBE to withhold shares of NCBE Common Stock issuable
upon exercise of the Option. This letter will evidence our understanding
with you that you may only elect alternative (ii) or (iii) with the prior
written consent of NCBE.

Except for the preceding paragraph, no other changes to the Agreement are
being made.

Please indicate your agreement by signing and returning the enclosed copy
of this letter.

Yours very truly,

/s/ Robert A. Keil

Robert A. Keil
President

Accepted and Agreed to this 8th day of January, 1999

/S/ CLYDE A. "PETE" TURNER
Clyde A. (Pete) Turner

EXHIBIT 4.5(A)

NATIONAL CITY BANCSHARES, INC.
STOCK OPTION AGREEMENT

This Agreement, made and entered into as of August 31, 1998, by and between
National City Bancshares, Inc., an Indiana corporation (the "Corporation"), and
Timothy J. Brannon (the "Optionee"),

WITNESSETH:

WHEREAS, Optionee is or was the holder of stock options to purchase shares
of common stock, no par value, of Community First Financial, Inc., a Kentucky
Corporation ("CFF"); and

WHEREAS, pursuant to the Agreement and Plan of Merger dated as of March 9,
1998, by and among the Corporation and CFF, CFF has been merged with and into
the Corporation (the "Merger"); and

NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, the parties hereto make the following agreement, intending to
be legally bound hereby;

1. GRANT OF OPTION. The Corporation hereby grants to the Optionee an option
(the "Option") to purchase 3,206 Common Shares of the Corporation. The Option
is intended and shall be treated as a nonqualified stock option and not as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended.

2. OPTION PRICE. The purchase price (the "Option Price") to be paid by the
Optionee to the Corporation upon the exercise of the Option shall be $9.34 per
Common Share.

3. EXERCISE OF OPTION. Subject to paragraph 4, the Optionee may exercise
the Option, from time to time as follows:

Common Shares Exercise Periods and
Termination Dates

3,206 7/1/1999 - 7/1/2000

4. TERMINATION OF OPTION.

5. EXERCISE OF OPTIONS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.

CORPORATION: OPTIONEE:

NATIONAL CITY BANCSHARES, INC.

By: /S/ ROBERT A. KEIL /S/ TIMOTHY J. BRANNON
Robert A. Keil, President Timothy J. Brannon

EXHIBIT 4.5(B)

[NATIONAL CITY BANCSHARES, INC. LETTERHEAD]

January 7, 1999

Mr. Timothy J. Brannon
Community First Bank, N.A.
1201 US 68
Maysville, KY 41056

Dear Mr. Brannon:

Except for the preceding paragraph, no other changes to the Agreement are
being made.

Please indicate your agreement by signing and returning the enclosed copy
of this letter.

Yours very truly,

/s/ Robert A. Keil

Robert A. Keil
President

Accepted and Agreed to this 8th day of January, 1999

/S/ TIMOTHY J. BRANNON
Timothy J. Brannon

EXHIBIT 5

BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300

May 21, 1999

National City Bancshares, Inc.
227 Main Street
Evansville, IN 47705

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to National City Bancshares, Inc., an Indiana
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), registering the offer and sale of up to
760,099 shares (the "Shares") of the Company's common stock, no par value,
pursuant to the Company's 1999 Stock Option and Incentive Plan (the "Plan"),
Stock Option Agreement dated August 31, 1998 between the Company and Clyde A.
Turner and Stock Option Agreement dated August 31, 1998 between the Company and
Timothy J. Brannon (the "Stock Option Agreements").

In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below.

Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when the Registration Statement shall have become effective and
the Shares have been issued in accordance with the Plan or the Stock Option
Agreements, the Shares will be validly issued, fully paid and non-assessable.

Our opinion expressed above is limited to the federal law of the United
States and the law of the State of Indiana.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ BAKER & DANIELS

EXHIBIT 23.1