Exhibit 10.2








Exhibit 10.2




MEMORANDUM OF UNDERSTANDING




The parties to this Memorandum of Understanding (“Memorandum”) are Integra Bank
Corporation, Evansville, Indiana (“Corporation”), a bank holding company, and the Federal Reserve
Bank of St. Louis, St. Louis, Missouri (“Reserve Bank”).



On September 16, 2009, Corporation, at a duly constituted meeting, adopted a resolution
authorizing and directing Michael J. Alley, Interim Chairman and Chief Executive Officer, on
Corporation’s behalf, to enter into this Memorandum and consented to compliance with each of the
following provisions:



1. Corporation will utilize its financial managerial resources to assist
its subsidiary bank in addressing weaknesses identified at its most recent examination, and
achieving/maintaining compliance with any supervisory action between the bank and its primary
regulator.



2. Corporation will declare no corporate dividends without the prior
written approval of this Reserve Bank. Any request to pay such a dividend will be submitted 30
days in advance of the proposed payment date and will be supported by a written analysis that
clearly shows the payment of the dividend to be consistent with the Board of Governors’ Policy
Statement on the Payment of Cash Dividends.



3. Corporation will not incur additional debt without the prior written
approval of this Reserve Bank.



4. Corporation and its nonbank affiliates will not make any
distributions of interest or other sums on trust preferred securities without the prior written
approval of this Reserve Bank. All requests for prior approval will be submitted at least 30 days
prior to the required notice of deferral on the trust preferred securities. All requests will
contain, but not limited to, current and projected information on consolidated earnings, cash flow,
capital, asset quality, and ALLL needs of the subsidiary bank.



5. Within 30 days of the end of each calendar quarter (September 30,
December 31, March 31, and June 30) following the date of this Memorandum, Corporation shall submit
to this Reserve Bank a parent company balance sheet, income statement, and statement of cash flow
for the parent company, as well as a status report on compliance with each provision of the
Memorandum.


 


 









 






All communications regarding this Memorandum shall be addressed to:




	 	 	 	 	 	 	 
	(a)

	 	Mr. Timothy A. Bosch
	 	(b)
	 	Mr. Michael J. Alley
	 

	 	Vice President
	 	 	 	Interim Chairman of the Board
	 

	 	Federal Reserve Bank of St. Louis
	 	 	 	Integra Bank Corporation
	 

	 	One Federal Reserve Bank Plaza
	 	 	 	21 S.E. Third Street
	 

	 	St. Louis, Missouri 63166-0442
	 	 	 	P.O. Box 868
	 

	 	 	 	 	 	Evansville, Indiana 47705-0868






This Memorandum is not a “written agreement” for purposes of Section 8 of the Federal Deposit
Insurance Act, as amended.




WHEREAS, the parties have caused this Memorandum to be executed as of the 16th day of
September, 2009.




	 	 	 	 	 	 	 	 	 
	FEDERAL RESERVE BANK OF ST. LOUIS	 	 	 	INTEGRA BANK CORPORATION
	 
	By:

	 	/s/ Timothy A. Bosch
	 	 	 	By:
	 	/s/ Michael J. Alley
	 

	 	 
	 	 	 	 	 	 





The undersigned directors of Integra Bank Corporation acknowledge that they have read and
understand each provision of the Memorandum.




	 	 	 
	/s/ Michael J. Alley

	 	/s/ Sandra Clark Berry
	 

	 	 
	Michael J. Alley, Interim Chairman

	 	Sandra Clark Berry
	 
	 	 
	/s/ H. Ray Hoops

	 	/s/ Thomas W. Miller
	 

	 	 
	Dr. H. Ray Hoops

	 	Thomas W. Miller
	 
	 	 
	/s/ Arthur D. Pringle, III

	 	/s/ Robert L. Goocher
	 

	 	 
	Arthur D. Pringle, III

	 	Robert L. Goocher
	 
	 	 
	/s/ Richard M. Stivers

	 	/s/ Daniel T. Wolfe
	 

	 	 
	Richard M. Stivers

	 	Daniel T. Wolfe