**Exhibit 10.5****CHANGE IN CONTROL BENEFITS AGREEMENT**This Change in Control Benefits Agreement (“Agreement”) is made and entered into as of May 22,2007, by and between Integra Bank Corporation, an Indiana corporation (hereinafter referred to asthe “Company”), and Roger M. Duncan (hereinafter referred to as “Employee”).WITNESSETHWHEREAS, Employee is a senior officer of the Company; andWHEREAS, the Company believes that Employee will make valuable contributions to theproductivity and profitability of the Company; andWHEREAS, the Company desires to encourage Employee to continue to make such contributions andnot to seek or accept employment elsewhere; andWHEREAS, the Company, therefore, desires to assure Employee of certain benefits in case of anytermination or significant redefinition of the terms of his employment with the Company subsequentto any Change in Control of the Company;NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein containedand the mutual benefits herein provided, the Company and Employee hereby agree as follows:1. The term of this Agreement shall be from the date hereof through December 31, 2007;provided, however, that such term shall be automatically extended for an additional year each yearthereafter unless either party hereto gives written notice to the other party not to so extendprior to November 30 of the year for which notice is given, in which case no further automaticextension shall occur.2. As used in this Agreement, “Change in Control” of the Company means:(A) The acquisition, within a 12-month period ending on the date of the most recentacquisition, by any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act as in effect from time to time) of thirty-five percent (35%) or more of thecombined voting power of the then outstanding voting securities of the Company entitled tovote generally in the election of directors; provided, however, that the followingacquisitions shall not constitute an acquisition of control: (i) any acquisition by aPerson who, immediately before the commencement of the 12-month period, already heldbeneficial ownership of thirty-five percent (35%) or more of thatcombined voting power; (ii) any acquisition directly from the Company (excluding anacquisition by virtue of the exercise of a conversion privilege), (iii) any acquisition bythe Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsoredor maintained by the Company or any corporation controlled by the Company, or (v) anyacquisition by any corporation pursuant to a reorganization, merger or consolidation, if,following such reorganization, merger or consolidation, the conditions described in clauses(i), (ii) and (iii) of subsection (C) below are satisfied;
 
 

 
(B) The replacement of a majority of members of the Board of Directors during any12-month period, by members whose appointment or election is not endorsed by a majority ofthe members of the Board of Directors prior to the date of the appointment or election;(C) A reorganization, merger or consolidation, in each case, unless, following suchreorganization, merger or consolidation, (i) more than sixty percent (60%) of, respectively,the then outstanding shares of common stock of the corporation resulting from suchreorganization, merger or consolidation and the combined voting power of the thenoutstanding voting securities of such corporation entitled to vote generally in the electionof directors is then beneficially owned, directly or indirectly, by all or substantially allof the individuals and entities who were the beneficial owners, respectively, of theoutstanding Company common stock and outstanding Company voting securities immediately priorto such reorganization, merger or consolidation in substantially the same proportions astheir ownership, immediately prior to such reorganization, merger or consolidation, of theoutstanding Company stock and outstanding Company voting securities, as the case may be,(ii) no Person (excluding the Company, any employee benefit plan or related trust of theCompany or such corporation resulting from such reorganization, merger or consolidation andany Person beneficially owning, immediately prior to such reorganization, merger orconsolidation, directly or indirectly, twenty-five percent (25%) or more of the outstandingCompany common stock or outstanding voting securities, as the case may be) beneficiallyowns, directly or indirectly, twenty-five percent (25%) or more of, respectively, the thenoutstanding shares of common stock of the corporation resulting from such reorganization,merger or consolidation or the combined voting power of the then outstanding votingsecurities of such corporation entitled to vote generally in the election of directors and(iii) at least a majority of the members of the board of directors of the corporationresulting from such reorganization, merger or consolidation were members of the IncumbentBoard at the time of the execution of the initial agreement providing for suchreorganization, merger or consolidation;(D) A complete liquidation or dissolution of the Company; or
 
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(E) The sale or other disposition of all or substantially all of the assets of theCompany, other than any of the following dispositions: (i) to a corporation with respect towhich following such sale or other disposition (x) more than sixty percent (60%) of,respectively, the then outstanding shares of common stock of such corporation and thecombined voting power of the then outstanding voting securities of such corporationentitled to vote generally in the election of directors is then beneficially owned, directlyor indirectly, by all or substantially all of the individuals and entities who were thebeneficial owners, respectively, of the outstanding Company common stock and outstandingCompany voting securities immediately prior to such sale or other disposition insubstantially the same proportion as their ownership, immediately prior to such sale orother disposition, of the outstanding Company common stock and outstanding Company votingsecurities, as the case may be, (y) no Person (excluding the Company and any employeebenefit plan or related trust of the Company or such corporation and any Person beneficiallyowning, immediately prior to such sale or other disposition, directly or indirectly,twenty-five percent (25%) or more of the outstanding Company common stock or outstandingCompany voting securities, as the case may be) beneficially owns, directly or indirectly,twenty-five percent (25%) or more of, respectively, the then outstanding shares of commonstock of such corporation and the combined voting power of the then outstanding votingsecurities of such corporation entitled to vote generally in the election of directors and(z) at least a majority of the members of the board of directors of such corporation weremembers of the Incumbent Board at the time of the execution of the initial agreement oraction of the Board providing for such sale or other disposition of assets of the Company;(ii) to a shareholder of the Company in exchange for or with respect to its stock; (iii) toa Person that owns, directly or indirectly, fifty percent (50%) or more of the total valueor voting power of all outstanding stock of the Company; or (iv) to an entity, at leastfifty percent (50%) or more of the total value or voting power of which is owned, directlyor directly, by the Company or by a Person described in clause (iii).Despite any other provision of this Section 2 to the contrary, an occurrence shall notconstitute a Change in Control if it does not constitute a change in the ownership oreffective control, or in the ownership of a substantial portion of the assets of, theCompany within the meaning of Section 409A(a)(2)(A)(v) of the Code and its interpretiveregulations.3. The Company shall provide Employee with the benefits set forth in Section 6 of thisAgreement upon any termination of Employee’s employment by the Company within twelve (12) monthsfollowing a Change in Control for any reason except the following:(A) Termination by reason of Employee’s death.(B) Termination by reason of Employee’s “disability.” For purposes hereof,“disability” mean either (i) when Employee is deemed disabled in accordance with thelong-term disability insurance policy or plan of the Company in effect at the timeof the illness or injury causing the disability or (ii) the inability of Employee,because of injury, illness, disease or bodily or mental infirmity, to perform theessential functions of his or her job (with or without reasonable accommodation) formore than one hundred twenty (120) days during any period of twelve (12) consecutivemonths.
 
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(C) Termination upon Employee reaching his or her normal retirement date, whichfor purposes of this Agreement shall be deemed to be the end of the month duringwhich Employee reaches sixty-five (65) years of age.(D) Termination for “cause.” As used in this Agreement, the term “cause” meanthe occurrence of one or more of the following events: (i) Employee’s convictionfor a felony or of any crime involving moral turpitude; (ii) Employee’s engaging inany illegal conduct or willful misconduct in the performance of his employmentduties for the Company (or its affiliates); (iii) Employee’s engaging in anyfraudulent or dishonest conduct in his dealings with, or on behalf of, the Company(or its affiliates); (iv) Employee’s failure or refusal to follow the lawfulinstructions of the Company, if such failure or refusal continues for a period offive (5) calendar days after the Company delivers to Employee a written noticestating the instructions which Employee has failed or refused to follow; (v)Employee’s breach of any of Employee’s obligations under this Agreement; (vi)Employee’s gross or habitual negligence in the performance of his employment dutiesfor the Company (or its affiliates); (vii) Employee’s engaging in any conducttending to bring the Company into public disgrace or disrepute or to injure thereputation or goodwill of the Company; (viii) Employee’s material violation of theCompany’s business ethics or conflict-of-interest policies, as such policiescurrently exist or as they may be amended or implemented during Employee’semployment with the Company; (ix) Employee’s misuse of alcohol or illegal drugswhich interferes with the performance of Employee’s employment duties for theCompany or which compromises the reputation or goodwill of the Company; (x)Employee’s intentional violation of any applicable banking law or regulation in theperformance of Employee’s employment duties for the Company; or (xi) Employee’sfailure to abide by any employment rules or policies applicable to the Company’semployees generally that Company currently has or may adopt, amend or implement fromtime to time during Employee’s employment with the Company.4. The Company shall also provide Employee with the benefits set forth in Section 6 of thisAgreement upon any voluntary resignation of Employee if any one of the following events occurswithin twelve (12) months following a Change in Control:(A) Without Employee’s express written consent, the assignment of Employee toany duties which are fundamentally and significantly inconsistent with his dutieswith the Company immediately prior to the Change in Control or a fundamental andsubstantial reduction of his duties or responsibilities from his duties orresponsibilities immediately prior to the Change in Control.(B) A reduction by the Company in Employee’s base salary from the level of suchsalary immediately prior to the Change in Control.
 
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(C) The failure by the Company to continue to provide Employee with benefitssubstantially similar to those enjoyed by Employee or to which Employee was entitledunder any of the Company’s incentive compensation or bonus plan, principal pension,profit sharing, life insurance, medical, dental, health and accident, or disabilityplans in which Employee was participating prior to the Change in Control.(D) The Company’s requiring Employee to relocate other than any of themetropolitan areas where the Company or its subsidiaries maintained offices prior tothe Change in Control.5. Any termination by Company of Employee’s employment as contemplated by Section 3 hereof(except subsection 3(A)) or any resignation by Employee as contemplated by Section 4 hereof shallbe communicated by a written notice to the other party hereto. Any notice given by Employeepursuant to Section 4 or given by the Company in connection with a termination as to which theCompany believes it is not obligated to provide Employee with benefits set forth in Section 6hereof shall indicate the specific provisions of this Agreement relied upon and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis for such termination.6. Subject to the conditions and exceptions set forth in Section 3 and Section 4 hereof, thefollowing benefits, less any amounts required to be withheld therefrom under any applicablefederal, state or local income tax, other tax, or social security laws or similar statutes, shallbe paid to Employee:(A) Within thirty (30) days following such a termination, Employee shall bepaid, at his then-effective salary, for services performed through the date of histermination. In addition, any earned but unpaid amount of any bonus or incentivepayment (which, for purposes of this Agreement, shall mean that amount computed in afashion consistent with the manner in which Employee’s bonus or incentive plan forthe year preceding the year of termination was computed, if Employee received abonus or incentive payment during such preceding year in accordance with a plan orprogram of the Company, or, if not, then the total bonus or incentive paymentreceived by the Employee during such preceding year, in either case prorated throughthe date of termination) shall be paid to Employee within thirty (30) days followingthe termination of his employment.(B) Within thirty (30) days following such a termination, Employee shall bepaid a lump sum payment of an amount equal to two times Employee’s “Base Amount.”For purposes hereof, Base Amount is defined as Employee’s average includable salary,bonus, incentive payments and similar compensation paid by the Company for the five(5) most recent taxable years ending before the date on which the Change in Controloccurs (or such shorter period of time that the Employee has been employed by theCompany). The definition, interpretation and calculation of the dollar amount ofBase Amount shall be in a mannerconsistent with and as required by the provisions of Section 280G of theInternal Revenue Code of 1986, as amended (“Code”), and the regulations and rulingsof the Internal Revenue Service promulgated thereunder. The payments to theEmployee under this Section 6(B) shall be reduced by the full amount that suchpayment, when added to all other payments or benefits of any kind to the Employee byreason of the Change in Control, constitutes an “excess parachute payment” withinthe meaning of Section 280G of the Code.
 
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(C) Employee acknowledges and agrees that payment in accordance withsubsections 6(A), 6(B) and 6(C) shall be deemed to constitute a full settlement anddischarge of any and all obligations of the Company to Employee arising out of hisemployment with the Company and the termination thereof, except for any vestedrights Employee may then have under any insurance, pension, supplemental pension,thrift, employee stock ownership, or stock option plans sponsored or made availableby the Company.(D) If as of the date his employment terminates, Employee is a “key employee”within the meaning of Section 416(i) of the Code, without regard to paragraph416(i)(5) thereof, and the Company has stock that is publicly traded on anestablished securities market or otherwise, any deferred compensation paymentsotherwise payable because of employment termination will be suspended until, andwill be paid to Employee on, the first day of the seventh month following the monthin which Employee’s last day of employment occurs. For purposes of this subsection6(D), “deferred compensation” means compensation provided under a nonqualifieddeferred compensation plan as defined in, and subject to, Section 409A of the Code.7. In the event of a termination of Employee’s employment by the Company for any reason exceptthose set forth in subsections 3(A) through 3(D) prior to a Change in Control, the followingbenefits, less any amounts required to be withheld therefrom under any applicable federal, state orlocal income tax, or other social security laws or similar statutes, shall be paid to Employee:(A) For twelve months following such a termination, Employee shall be paid amonthly severance benefit equal to his or her salary for the preceding year dividedby twelve.(B) Employee acknowledges and agrees that payment in accordance with subsection7(A) shall be deemed to constitute a full settlement and discharge of any and allobligations of the Company to Employee arising out of his employment with theCompany and the termination thereof, except for any vested rights Employee may thenhave under any insurance, pension, supplemental pension, thrift, employee stockownership, or stock option plans sponsored or made available by the Company.
 
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8. Employee is not required to mitigate the amount of benefit payments to be made by theCompany pursuant to this Agreement by seeking other employment or otherwise, nor shall the amountof any benefit payments provided for in this Agreement be reduced by any compensation earned byEmployee as a result of employment by another employer or which might have been earned by Employeehad Employee sought such employment, after the date of termination of his employment with theCompany or otherwise.9. Employee acknowledges that in connection with his employment with the Company he hasprovided and will continue to provide services that are of a unique and special value and that hehas been and will continue to be entrusted with confidential and proprietary information concerningthe Company and its affiliates. Employee further acknowledges that the Company and its affiliatesare engaged in highly competitive businesses and that the Company and its affiliates expendsubstantial amounts of time, money and effort to develop trade secrets, business strategies,customer relationships, employee relationships and goodwill, and Employee has benefited and willcontinue to benefit from these efforts. Therefore, as an essential part of this Agreement,Employee agrees and covenants to comply with the following:(A) During Employee’s employment with the Company and for two years from the date oftermination of employment (the “Restriction Period”), Employee will not provide, sell,market or endeavor to provide, sell or market any Competing Products/Services to any of theCompany’s Customers, or otherwise solicit or communicate with any of the Company’s Customersfor the purpose of selling or providing any Competing Products/Services. For purposes ofthis Agreement, the term “Competing Products/Services” means any products or servicessimilar to or competitive with the products or services offered by the Company or any of itssubsidiaries. For purposes of this Agreement, the term “Company’s Customers” means anyperson or entity that has engaged in any banking services with, or has purchased anyproducts or services from, the Company or any of its subsidiaries at any time during theRestrictive Period.(B) During the Restriction Period, Employee will not urge, induce or seek to induce anyof the Company’s Customers to terminate their business with the Company or to cancel,reduce, limit or in any manner interfere with the Company’s Customers’ business with theCompany.(C) During the Restriction Period, Employee will not urge, induce or seek to induce anyof the Company’s independent contractors, subcontractors, consultants, vendors or suppliersto terminate their relationship with, or representation of, the Company or to cancel,withdraw, reduce, limit, or in any manner modify any of such person’s or entity’s businesswith, or representation of, the Company.(D) During the Restriction Period, Employee will not solicit, recruit, hire, employ orattempt to hire or employ, or assist anyone in the recruitment or hiring of, any person whois then an employee of the Company, or urge, influence, induce or seek to induce anyemployee of the Company to terminate his/her relationship with the Company.
 
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(E) Employee acknowledges and agrees that the covenants contained in this Section 9prohibit Employee from engaging in certain activities directly or indirectly, whether onEmployee’s own behalf or on behalf of any other person or entity, and regardless of thecapacity in which Employee is acting, including without limitation as an employee,independent contractor, owner, partner, officer, agent, consultant, or advisor.(F) Employee acknowledges and agrees that his obligations under this Section 9 shallsurvive the expiration or termination of this Agreement and the cessation of his employmentwith the Company for whatever reason.(G) In the event Employee violates any of the restrictive covenants contained in thisSection 9, the duration of such restrictive covenant shall automatically be extended by thelength of time during which Employee was in violation of such restriction.(H) Although Employee and the Company consider the restrictions contained in thisSection 9 to be reasonable, particularly given the competitive nature of the Company’sbusiness and Employee’s position with the Company, Employee and the Company acknowledge andagree that: (i) if any covenant, subsection, portion or clause of this Section 9 isdetermined to be unenforceable or invalid for any reason, such unenforceability orinvalidity shall not affect the enforceability or validity of the remainder of theAgreement; and (ii) if any particular covenant, subsection, provision or clause of thisSection 9 is determined to be unreasonable or unenforceable for any reason, including,without limitation, the time period, geographic area, and/or scope of activity covered byany restrictive covenant, such covenant, subsection, provision or clause shall automaticallybe deemed reformed such that the contested covenant, subsection, provision or clause shallhave the closest effect permitted by applicable law to the original form and shall be giveneffect and enforced as so reformed to whatever extent would be reasonable and enforceableunder applicable law.(I) Employee recognizes that a breach or threatened breach by Employee of Section 9 ofthis Agreement will give rise to irreparable injury to the Company and that money damageswill not be adequate relief for such injury. Employee agrees that the Company shall beentitled to obtain injunctive relief, including, but not limited to, temporary restrainingorders, preliminary injunctions and/or permanent injunctions, without having to post anybond or other security, to restrain or prohibit such breach or threatened breach, inaddition to any other legal remedies which may be available, including the recovery of moneydamages.(J) In the event Employee breaches any of the covenants contained in this Section 9following termination of employment, Employee immediately shall (i) forfeit his right toreceive (and the Company shall no longer be obligated to pay) any severance compensationunder this Agreement, (ii) forfeit any stock options, stock appreciation and other rightsgranted under any equity incentive compensation plans of the Company, regardless whethersuch options or rights are vested, unvested, exercisable or unexercisable, (iii) disgorgeand repay to the Company any gross profits realized from the exercise within the two (2)year period immediately preceding such termination of any Company stock options, stockappreciation rights and other rights that were granted
 
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during the four (4) year period immediately preceding such termination, (iv) disgorgeand repay to the Company an amount equal to the current market value of any restricted stockor other full value equity awards which were granted to Employee within the four (4) yearperiod immediately preceding such termination and vested to Employee during the two (2) yearperiod immediately preceding such termination and (v) repay to the Company any cashincentive or bonus payments paid to Employee within the two (2) year period immediatelypreceding such termination. The Company and Employee acknowledge and agree that theforegoing remedies are in addition to, and not in lieu of, any and all other legal and/orequitable remedies that may be available to Company in connection with Employee’s breach orthreatened breach, of any covenant set forth in this Section 9.10. Should Employee die while any amounts are payable to him hereunder, this Agreement shallinure to the benefit of and be enforceable by Employee’s executors, administrators, heirs,distributees, devisees and legatees and all amounts payable hereunder shall be paid in accordancewith the terms of this Agreement to Employee’s devisee, legatee or other designee or if there be nosuch designee, to his estate.11. For purposes of this Agreement, notices and all other communications provided for hereinshall be in writing and shall be deemed to have been given when delivered or mailed by UnitedStates registered or certified mail, return receipt requested, postage prepaid, addressed asfollows:If to Employee:Roger M. Duncan