Exhibit
99.2




EESA
§111(b)(4) Certification for First Fiscal Year




I,
Michael B. Carroll, certify, based on my knowledge, that:




(i) The
compensation committee of Integra Bank Corporation has discussed, reviewed, and
evaluated with senior risk officers at least every six months during the period
beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending on December 31,
2009, with the last day of the TARP recipient’s fiscal year containing that date
(the applicable period), senior executive officer (SEO) compensation plans and
employee compensation plans and the risks these plans pose to Integra Bank
Corporation;




(ii) The
compensation committee of Integra Bank Corporation has identified and limited
during the applicable period any features in the SEO compensation plans that
could lead SEOs to take unnecessary and excessive risks that could threaten the
value of Integra Bank Corporation and has limited those features to ensure that
Integra Bank Corporation is not unnecessarily exposed to risks;




(iii) The
compensation committee has reviewed at least every six months during the
applicable period, the terms of each employee compensation plan and identified
any features of the plan that could encourage the manipulation of reported
earnings of Integra Bank Corporation to enhance the compensation of an employee
and has limited any such features;




(iv) The
compensation committee of Integra Bank Corporation will certify to the reviews
of the SEO compensation plans and employee compensation plans required under
(i) and (iii) above;




(v) The
compensation committee of Integra Bank Corporation will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that included a TARP period the features in




(A)
            SEO
      compensation plans that could lead SEOs to take unnecessary and excessive
      risks that could threaten the value of Integra Bank
      Corporation;




(B)
            Employee
      compensation plans that unnecessarily expose Integra Bank Corporation to
      risks; and




(C)
            Employee
      compensation plans that could encourage the manipulation of reported
      earnings of Integra Bank Corporation to enhance the compensation of an
      employee;




(vi)
Integra Bank Corporation has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments),
of the SEOs and twenty next most highly compensated employees be subject to a
recovery or “clawback” provision during any part of the most recently completed
fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;




(vii)
Integra Bank Corporation has prohibited any golden parachute payment, as defined
in the regulations and guidance established under section 111 of EESA, to an SEO
or any of the next five most highly compensated employees during the applicable
period beginning;





(viii)
Integra Bank Corporation has limited bonus payments to its applicable employees
in accordance with section 111 of EESA and the regulations and guidance
established thereunder during the applicable period;




(ix) The
board of directors of Integra Bank Corporation has established an excessive or
luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, by the later of September 14, 2009,
or ninety days after the closing date of the agreement between the TARP
recipient and Treasury this policy has been provided to Treasury and its primary
regulatory agency, and Integra Bank Corporation and its employees have complied
with this policy during the applicable period and  any expenses
requiring approval of the board of directors, a committee of the board of
directors, an SEO, or an executive officer with a similar level of
responsibility, were properly approved;







(x)
Integra Bank Corporation will permit a non-binding shareholder resolution in
compliance with any applicable Federal securities rules and regulations on the
disclosures provided under the Federal securities laws related to SEO
compensation paid or accrued during the applicable period;




(xi)
Integra Bank Corporation will disclose the amount, nature, and justification for
the offering during the applicable period of any perquisites, as defined in the
regulations and guidance established under section 111 of EESA, whose total
value exceeds $25,000 for each employee subject to the bonus payment limitations
identified in paragraph (vi);




(xii)
Integra Bank Corporation will disclose whether Integra Bank Corporation, the
board of directors of Integra Bank Corporation, or the compensation committee of
Integra Bank Corporation has engaged during the applicable period, a
compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this
period;




(xiii)
Integra Bank Corporation has prohibited the payment of any gross-ups, as defined
in the regulations and guidance established under section 111 of EESA, to the
SEOs and the next twenty most highly compensated employees during the applicable
period;




(xiv)
Integra Bank Corporation has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between
Integra Bank Corporation and Treasury, including any amendments;




(xv)
Integra Bank Corporation has submitted to Treasury a complete and accurate list
of the SEOs and the twenty next most highly compensation employees for the
current fiscal year and the most recently completed fiscal year, with the
non-SEOs ranked in descending order of level of annual compensation, and the
name, title and employer of each SEO and most highly compensated employee
identified; and




(xvi) I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification maybe punished by fine, imprisonment, or
both. [See, for
example, 18 U.S.C. 1001]




Date:  March
4, 2010




By:
                      /s/
      Michael B. CarrollMichael
      B. CarrollPrincipal
      Financial
Officer