UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC  20549





FORM
10-Q





x           Quarterly Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934


For the
quarterly period ended March 31, 2010.





or





 ̈           Transition Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934


For the
transition period from 
to .





Commission
file number: 0-13585





INTEGRA
BANK CORPORATION


(Exact
name of registrant as specified in its charter)





INDIANA
            35-1632155(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employee Identification No.)





PO
      BOX 868, EVANSVILLE, INDIANA
            47705-0868(Address
      of principal executive offices)
            (Zip
      Code)





Registrant's
telephone number, including area code:  (812) 464-9677





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90
days.             Yes
x
No   ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).


Yes  ̈ No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company”  in Rule 12b-2 of the Exchange
Act.


Large accelerated filer  ̈
              Accelerated filer  ̈
              Non-accelerated filer x
              Smaller reporting company  ̈(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act of 1934).


Yes  ̈ No x





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





CLASS
            OUTSTANDING
      AT APRIL 30, 2010(Common
      stock, $1.00 Stated Value)
            20,899,123





INTEGRA
BANK CORPORATION





INDEX





PAGE NO.PART
      I - FINANCIAL INFORMATIONItem
      1.
                    Unaudited
      Financial Statements
                    3Consolidated
      balance sheets-
                      March
      31, 2010 and December 31, 2009
                    3Consolidated
      statements of income-
                      Three
      months ended March 31, 2010 and 2009
                    4Consolidated
      statements of comprehensive income-
                      Three
      months ended March 31, 2010 and 2009
                    6Consolidated
      statements of changes in shareholders’ equity-
                      Three
      months ended March 31, 2010
                    7Consolidated
      statements of cash flow-
                      Three
      months ended March 31, 2010 and 2009
                    8Notes
      to unaudited consolidated financial statements
                    10Item
      2.
                    Management's
      Discussion and Analysis of Financial
                      Condition
      and Results of Operations
                    31Item
      3.
                    Quantitative
      and Qualitative Disclosures about Market Risk
                    43Item
      4.
                    Controls
      and Procedures
                    45PART
      II - OTHER INFORMATIONItem
      1.
                    Legal
      Proceedings
                    46Item 1A.
                    Risk
      Factors
                    46Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    46Item
      3.
                    Defaults
      Upon Senior Securities
                    46Item
      4.
                    Reserved
                    46Item
      5.
                    Other
      Information
                    46Item
      6.
                    Exhibits
                    47Signatures
                    48


2


PART
I - FINANCIAL INFORMATION





Item
1.  Unaudited Financial Statements





INTEGRA
BANK CORPORATION and Subsidiaries


Unaudited
Consolidated Balance Sheets


(In
thousands, except for share data)





March 31,
                
                
                December 31,2010
                
                
                2009ASSETSCash
      and due from banks
                
                $
                409,335
                
                
                $
                304,921Federal
      funds sold and other short-term investments
                
                
                49,777
                
                
                
                49,653Total
      cash and cash equivalents
                
                
                459,112
                
                
                
                354,574Loans
      held for sale (at lower of cost or fair value)
                
                
                110,667
                
                
                
                93,572Securities
      available for sale
                
                
                359,448
                
                
                
                361,719Securites
      held for trading
                
                
                215
                
                
                
                36Regulatory
      stock
                
                
                26,299
                
                
                
                29,124Loans,
      net of unearned income
                
                
                1,905,502
                
                
                
                2,019,732Less:  Allowance
      for loan losses
                
                
                (101,981
                )
                
                
                (88,670
                )Net
      loans
                
                
                1,803,521
                
                
                
                1,931,062Premises
      and equipment
                
                
                37,582
                
                
                
                37,814Premises
      and equipment held for sale
                
                
                4,554
                
                
                
                4,249Other
      intangible assets
                
                
                7,830
                
                
                
                8,242Other
      real estate owned
                
                
                36,173
                
                
                
                31,982Other
      assets
                
                
                67,129
                
                
                
                69,567TOTAL
      ASSETS
                
                $
                2,912,530
                
                
                $
                2,921,941LIABILITIESDeposits:Non-interest-bearing
      demand
                
                $
                252,882
                
                
                $
                263,530Non-interest-bearing
      held for sale
                
                
                7,533
                
                
                
                7,319Interest-bearing
                
                
                2,064,644
                
                
                
                2,004,369Interest-bearing
      held for sale
                
                
                92,514
                
                
                
                89,888Total
      deposits
                
                
                2,417,573
                
                
                
                2,365,106Short-term
      borrowings
                
                
                62,134
                
                
                
                62,114Long-term
      borrowings
                
                
                348,774
                
                
                
                361,071Other
      liabilities
                
                
                31,474
                
                
                
                31,304TOTAL
      LIABILITIES
                
                
                2,859,955
                
                
                
                2,819,595Commitments
      and contingent liabilities (Note 10)
                
                
                -
                
                
                
                -SHAREHOLDERS'
      EQUITYPreferred
      stock - no par, $1,000 per share liquidation preference:Shares
      authorized: 1,000,000Shares
      outstanding: 83,586
                
                
                82,095
                
                
                
                82,011Common
      stock - $1.00 stated value:Shares
      authorized: 129,000,000Shares
      outstanding: 20,902,873 and 20,847,589 respectively
                
                
                20,903
                
                
                
                20,848Additional
      paid-in capital
                
                
                216,988
                
                
                
                216,939Retained
      earnings
                
                
                (264,250
                )
                
                
                (210,371
                )Accumulated
      other comprehensive income (loss)
                
                
                (3,161
                )
                
                
                (7,081
                )TOTAL
      SHAREHOLDERS' EQUITY
                
                
                52,575
                
                
                
                102,346TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                
                $
                2,912,530
                
                
                $
                2,921,941





The
accompanying notes are an integral part of the consolidated financial
statements.


3


INTEGRA
BANK CORPORATION and Subsidiaries


Unaudited
Consolidated Statements of Income


(In
thousands, except for per share data)





Three Months EndedMarch 31,2010
                
                
                2009INTEREST
      INCOMEInterest
      and fees on loans:Taxable
                
                $
                21,517
                
                
                $
                25,749Tax-exempt
                
                
                101
                
                
                
                203Interest
      and dividends on securities:Taxable
                
                
                3,370
                
                
                
                5,466Tax-exempt
                
                
                174
                
                
                
                1,008Dividends
      on regulatory stock
                
                
                221
                
                
                
                521Interest
      on loans held for sale
                
                
                26
                
                
                
                103Interest
      on federal funds sold and other short-term investments
                
                
                219
                
                
                
                93Total
      interest income
                
                
                25,628
                
                
                
                33,143INTEREST
      EXPENSEInterest
      on deposits
                
                
                8,102
                
                
                
                12,187Interest
      on short-term borrowings
                
                
                45
                
                
                
                763Interest
      on long-term borrowings
                
                
                2,621
                
                
                
                2,710Total
      interest expense
                
                
                10,768
                
                
                
                15,660NET
      INTEREST INCOME
                
                
                14,860
                
                
                
                17,483Provision
      for loan losses
                
                
                52,700
                
                
                
                31,394Net
      interest income after provision for loan losses
                
                
                (37,840
                )
                
                
                (13,911
                )NON-INTEREST
      INCOMEService
      charges on deposit accounts
                
                
                3,985
                
                
                
                4,413Other
      service charges and fees
                
                
                717
                
                
                
                803ATM
      income
                
                
                362
                
                
                
                290Debit
      card income-interchange
                
                
                1,310
                
                
                
                1,257Trust
      income
                
                
                495
                
                
                
                459Gain
      on sale of other assets
                
                
                65
                
                
                
                2,496Net
      securities gains (losses)
                
                
                (2
                )
                
                
                -Other
      than temporary impairment loss:Total
      impairment losses recognized on securities
                
                
                (1,631
                )
                
                
                (1,170
                )Loss
      or reclassification recognized in other comprehensive
    income
                
                
                1,421
                
                
                
                -Net
      impairment loss recognized in earnings
                
                
                (210
                )
                
                
                (1,170
                )Warrant
      fair value adjustment
                
                
                -
                
                
                
                (4,738
                )Cash
      surrender value life insurance
                
                
                18
                
                
                
                690Rent
      income on leased equipment
                
                
                343
                
                
                
                343Other
                
                
                507
                
                
                
                649Total
      non-interest income
                
                
                7,590
                
                
                
                5,492NON-INTEREST
      EXPENSESalaries
      and employee benefits
                
                
                9,198
                
                
                
                12,075Occupancy
                
                
                2,118
                
                
                
                2,581Equipment
                
                
                750
                
                
                
                849Professional
      fees
                
                
                1,693
                
                
                
                1,730Communication
      and transportation
                
                
                997
                
                
                
                1,161Processing
                
                
                715
                
                
                
                757Software
                
                
                597
                
                
                
                620Marketing
                
                
                224
                
                
                
                416Loan
      and OREO expense
                
                
                1,597
                
                
                
                5,448FDIC
      assessment
                
                
                2,043
                
                
                
                950Low
      income housing project losses
                
                
                424
                
                
                
                690Amortization
      of intangible assets
                
                
                412
                
                
                
                421State
      and local franchise tax
                
                
                402
                
                
                
                314Other
                
                
                1,323
                
                
                
                1,461Total
      non-interest expense
                
                
                22,493
                
                
                
                29,473Income
      (Loss) before income taxes
                
                
                (52,743
                )
                
                
                (37,892
                )Income
      tax expense (benefit)
                
                
                8
                
                
                
                (9,831
                )Income
      before cumulative effect of accounting change
                
                
                (52,751
                )
                
                
                (28,061
                )Preferred
      stock dividends and discount accretion
                
                
                1,128
                
                
                
                413Net
      income (loss) available to common shareholders
                
                $
                (53,879
                )
                
                $
                (28,474
                )





Consolidated
Statements of Income are continued on the following page.


4


INTEGRA
BANK CORPORATION and Subsidiaries


Unaudited
Consolidated Statements of Income (Continued)


(In
thousands, except for per share data)





Three Months EndedMarch 31,2010
                        
                        
                        2009Earnings
      (Loss) per common share:Basic
                        
                        $
                        (2.61
                        )
                        
                        $
                        (1.37
                        )Diluted
                        
                        
                        (2.61
                        )
                        
                        
                        (1.37
                        )Weighted
      average common shares outstanding:Basic
                        
                        
                        20,666
                        
                        
                        
                        20,732Diluted
                        
                        
                        20,666
                        
                        
                        
                        20,732Dividends
      per common share
                        
                        $
                        -
                        
                        
                        $
                        0.01





The
accompanying notes are an integral part of the consolidated financial
statements.





5




INTEGRA
BANK CORPORATION and Subsidiaries


Unaudited
Consolidated Statements of Comprehensive Income


(In
thousands)





Three Months EndedMarch 31,2010
                      
                      
                      2009Net
      income (loss)
                      
                      $
                      (52,751
                      )
                      
                      $
                      (28,061
                      )Other
      comprehensive income (loss), net of tax:Unrealized
      gain (loss) on securities:Unrealized
      gain (loss) arising in period (net of tax of $2,151 and $1,599,
      respectively)
                      
                      
                      3,617
                      
                      
                      
                      2,631Reclassification
      of amounts realized through impairment charges and sales (net of tax of
      $79 and $442, respectively)
                      
                      
                      133
                      
                      
                      
                      728Net unrealized gain (loss) on securities
                      
                      
                      3,750
                      
                      
                      
                      3,359Change
      in net pension plan liability (net of tax of $101 and $9,
      respectively)
                      
                      
                      170
                      
                      
                      
                      15Unrealized
      gain (loss) on derivative hedging instruments arising in period (net of
      tax of $(106) for 2009)
                      
                      
                      -
                      
                      
                      
                      (175
                      )Net
      unrealized gain (loss), recognized in other comprehensive income
      (loss)
                      
                      
                      3,920
                      
                      
                      
                      3,199Comprehensive
      income (loss)
                      
                      $
                      (48,831
                      )
                      
                      $
                      (24,862
                      )





The
accompanying notes are an integral part of the consolidated financial
statements.


6


INTEGRA
BANK CORPORATION and Subsidiaries


Unaudited
Consolidated Statements of Changes In Shareholders’ Equity


(In
thousands, except for share and per share data)





AccumulatedShares of
                  
                  
                  
                  
                  
                  Additional
                  
                  
                  
                  
                  
                  OtherPreferred
                  
                  
                  Common
                  
                  
                  Common
                  
                  
                  Paid-in
                  
                  
                  Retained
                  
                  
                  ComprehensiveStock
                  
                  
                  Stock
                  
                  
                  Stock
                  
                  
                  Capital
                  
                  
                  Earnings
                  
                  
                  Income (Loss)
                  
                  
                  TotalBALANCE
      AT DECEMBER 31, 2009
                  
                  $
                  82,011
                  
                  
                  
                  20,847,589
                  
                  
                  $
                  20,848
                  
                  
                  $
                  216,939
                  
                  
                  $
                  (210,371
                  )
                  
                  $
                  (7,081
                  )
                  
                  $
                  102,346Net
      income (loss)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (52,751
                  )
                  
                  
                  -
                  
                  
                  
                  (52,751
                  )Net
      change, net of tax, in accumulated other comprehensive
    income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,920
                  
                  
                  
                  3,920Discount
      on preferred stock
                  
                  
                  84
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  84Preferred
      stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,128
                  )
                  
                  
                  -
                  
                  
                  
                  (1,128
                  )Grant
      of restricted stock, net of forfeitures
                  
                  
                  -
                  
                  
                  
                  55,284
                  
                  
                  
                  55
                  
                  
                  
                  (55
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Stock-based
      compensation expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  104
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  104BALANCE
      AT MARCH 31, 2010
                  
                  $
                  82,095
                  
                  
                  
                  20,902,873
                  
                  
                  $
                  20,903
                  
                  
                  $
                  216,988
                  
                  
                  $
                  (264,250
                  )
                  
                  $
                  (3,161
                  )
                  
                  $
                  52,575





The
accompanying notes are an integral part of the consolidated financial
statements.


7


INTEGRA
BANK CORPORATION and Subsidiaries


Unaudited
Consolidated Statements of Cash Flow


(In
thousands)




Three
      Months EndedMarch 31,2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
                
                $
                (52,751
                )
                
                $
                (28,061
                )Adjustments
      to reconcile net income to net cash provided by operating
      activities:Amortization
      and depreciation
                
                
                1,884
                
                
                
                1,800Provision
      for loan losses
                
                
                52,700
                
                
                
                31,394Income
      tax valuation allowance
                
                
                18,979
                
                
                
                -Net
      securities (gains) losses
                
                
                2
                
                
                
                -Impairment
      charge on available for sale securities
                
                
                210
                
                
                
                1,170Net
      held for trading (gains) losses
                
                
                (179
                )
                
                
                -(Gain)
      loss on sale of premises and equipment
                
                
                1
                
                
                
                (1
                )(Gain)
      loss on sale of other real estate owned
                
                
                (66
                )
                
                
                54Gain
      on sale of branches
                
                
                -
                
                
                
                (2,549
                )Loss
      on low-income housing investments
                
                
                424
                
                
                
                690Increase
      (decrease) in deferred taxes
                
                
                -
                
                
                
                (3,045
                )Net
      gain on sale of loans held for sale
                
                
                (144
                )
                
                
                (207
                )Proceeds
      from sale of loans held for sale
                
                
                13,652
                
                
                
                31,897Origination
      of loans held for sale
                
                
                (14,515
                )
                
                
                (33,870
                )Change
      in other operating
                
                
                (13,173
                )
                
                
                8,782Net
      cash flows provided by (used in) operating activities
                
                
                7,024
                
                
                
                8,054CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from maturities of securities available for sale
                
                
                16,229
                
                
                
                29,142Proceeds
      from sales of securities available for sale
                
                
                100
                
                
                
                50Purchase
      of securities available for sale
                
                
                (10,829
                )
                
                
                (5,240
                )(Increase)
      decrease in loans made to customers
                
                
                52,741
                
                
                
                16,678Purchase
      of premises and equipment
                
                
                (1,240
                )
                
                
                (588
                )Proceeds
      from sale of premises and equipment
                
                
                404
                
                
                
                11Proceeds
      from sale of other real estate owned
                
                
                1,068
                
                
                
                697Decrease
      from sale of branches, net of cash acquired
                
                
                -
                
                
                
                (22,708
                )Net
      cash flows provided by (used in) investing activities
                
                
                58,473
                
                
                
                18,042CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) in deposits
                
                
                52,446
                
                
                
                290,612Net
      increase (decrease) in short-term borrowed funds
                
                
                20
                
                
                
                (137,966
                )Proceeds
      from long-term borrowings
                
                
                -
                
                
                
                50,000Repayment
      of long-term borrowings
                
                
                (12,297
                )
                
                
                (18,354
                )Proceeds
      from issuance of TARP preferred stock
                
                
                -
                
                
                
                81,731Accretion
      of discount on TARP preferred stock
                
                
                (1,128
                )
                
                
                (413
                )Dividends
      paid on common stock
                
                
                -
                
                
                
                (207
                )Proceeds
      from exercise of stock options and restricted shares, net
                
                
                -
                
                
                
                (15
                )Net
      cash flows provided by (used in) financing activities
                
                
                39,041
                
                
                
                265,388Net
      increase (decrease) in cash and cash equivalents
                
                
                104,538
                
                
                
                291,484Cash
      and cash equivalents at beginning of year
                
                
                354,574
                
                
                
                62,773Cash
      and cash equivalents at end of period
                
                $
                459,112
                
                
                $
                354,257





Unaudited
Consolidated Statements of Cash Flow are continued on next page.





8




INTEGRA
BANK CORPORATION and Subsidiaries


Unaudited
Consolidated Statements of Cash Flow (Continued)


(In
thousands)





Three
      Months EndedMarch 31,2010
                
                
                2009SUPPLEMENTAL
      DISCLOSURE OF NONCASH TRANSACTIONSOther
      real estate acquired in settlement of loans
                
                
                6,012
                
                
                
                3,320Dividends
      for common shareholders declared and not paid
                
                
                -
                
                
                
                207Dividends
      accrued not paid on preferred stock
                
                
                2,612
                
                
                
                -





The
accompanying notes are an integral part of the consolidated financial
statements.


9


INTEGRA
BANK CORPORATION and Subsidiaries


NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


(In
thousands, except for share and per share data)





NOTE
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS
OF PRESENTATION:





The
accompanying unaudited consolidated financial statements include the accounts of
Integra Bank Corporation and our subsidiaries. At March 31, 2010, our
subsidiaries consisted of Integra Bank N.A. (Bank), a reinsurance company and
four statutory business trusts, which are not consolidated under applicable
accounting guidance.  All significant intercompany transactions are
eliminated in consolidation.





The
financial statements have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC).  While the financial
statements are unaudited, they do reflect all adjustments which, in the opinion
of management, are necessary for a fair presentation of the financial position,
results of operations, and cash flows for the interim periods.  All
such adjustments are of a normal recurring nature.  Pursuant to SEC
rules, certain information and note disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) have been condensed or omitted from
these financial statements unless significant changes have taken place since the
end of the most recent fiscal year.  The accompanying financial
statements and notes thereto should be read in conjunction with our financial
statements and notes for the year ended December 31, 2009, included in our
Annual Report on Form 10-K filed with the SEC.





Because
the results from commercial banking operations are so closely related and
responsive to changes in economic conditions, the results for any interim period
are not necessarily indicative of the results that can be expected for the
entire year.





ACCOUNTING
ESTIMATES:





We are
required to make estimates and assumptions based on available information that
affect the amounts reported in the consolidated financial
statements.  Significant estimates which are particularly susceptible
to short-term changes include the valuation of the securities portfolio, the
determination of the allowance for loan losses, the valuation of real estate and
other properties acquired in connection with foreclosures or in satisfaction of
amounts due from borrowers on loans, and the valuation of our deferred tax
asset.  The deterioration in the residential real estate industry, the
impact of the recession on the Bank and other banks, and our overall
financial performance have all had a meaningful influence on the
application of certain of our critical accounting policies and development
of these significant estimates. In applying those policies, and making
our best estimates, during the current quarter we recorded provisions for loan
losses, other than temporary impairment on investment securities, and a
valuation allowance on our deferred tax asset.





Our
customers’ abilities to make scheduled loan payments are in part dependent on
the performance of their businesses and future economic
conditions.  In the event our loan customers perform worse than
expected, we could incur substantial additional provisions for loan losses in
future periods.





There are
securities in our trust preferred securities portfolio and loans in our loan
portfolio as to which we have estimated losses in part based on the assumption
that the plans of the issuers or our borrowers will be implemented as planned
and have the effect of improving their financial positions.  We have
evaluated these plans for reasonableness before using them to calculate
estimates.   Should these plans not be executed, or have
unintended consequences, our losses could increase.





On a
quarterly basis, we determine whether a valuation allowance is necessary for our
deferred tax asset. In performing this analysis, we consider all evidence
currently available, both positive and negative, in determining whether, based
on the weight of the evidence, the deferred tax asset will be realized. We
establish a valuation allowance when it is more likely than not that a recorded
tax benefit is not expected to be realized. The expense to create a valuation
allowance is recorded as additional income tax expense in the period the tax
valuation allowance is established. To the extent that we generate taxable
income in a given quarter, the valuation allowance may be reduced to fully or
partially offset the corresponding income tax expense. Any remaining deferred
tax asset valuation allowance may be reversed through income tax expense once we
can demonstrate a sustainable return to profitability and conclude that it is
more likely than not the deferred tax asset will be utilized prior to
expiration.


10


RECENT
ACCOUNTING PRONOUNCEMENTS:





Effective
January 1, 2010, we adopted the new accounting guidance under ASC 860 that
requires more information about transfers of financial assets, including
securitization transactions, and where entities have continuing exposure to the
risks related to transferred financial assets.  The guidance
eliminates the concept of a “qualifying special-purpose entity,” changes the
requirements for derecognizing financial assets, and requires additional
disclosures about continuing involvements with transferred financial assets
including information about gains and losses resulting from transfers during the
period.  The adoption of this accounting guidance did not have a
material impact on our consolidated financial position or results of
operations.





Effective
January 1, 2010, Accounting Standards Update 2010-06 required increased
disclosure of valuation techniques and inputs into fair value
measurements.  Reasons for significant transfers between Level 1 and
Level 2 of the fair value hierarchy must be disclosed. The adoption of this
accounting guidance did not have a material impact on our consolidated financial
position or results of operations.




ASC 810
provides guidance for consolidation of variable interest entities by focusing on
identifying which enterprise has the power to direct the activities of a
variable interest entity that most significantly impacts the entity’s economic
performance and (1) the obligation to absorb losses of the entity or
(2) the right to receive benefits from the entity. This guidance also
requires additional disclosures about our involvement in variable interest
entities. This guidance was effective for us on January 1, 2010, and did not
have a significant impact on our results of operations or financial
position.





FAIR
VALUE MEASUREMENT:





ASC 820
defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date.  We use various valuation
techniques to determine fair value, including market, income and cost
approaches.  ASC 820 also establishes a fair value hierarchy which
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value.  ASC 820 describes
three levels of inputs that may be used to measure fair value:





Level 1:  Quoted
prices (unadjusted) of identical assets or liabilities in active markets that an
entity has the ability to access as of the measurement date, or observable
inputs.





Level
2:Significant other observable inputs other than Level 1
prices, such as quoted prices for similar assets or liabilities, quoted prices
in markets that are not active, and other inputs that are observable or can be
corroborated by observable market data.





Level 3: Significant
unobservable inputs that reflect an entity’s own assumptions about the
assumptions that market participants would use in pricing an asset or
liability.





In
certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy.  When that occurs, we classify the
fair value hierarchy on the lowest level of input that is significant to the
fair value measurement.  We used the following methods and significant
assumptions to estimate fair value.





Securities:  We
determine the fair values of trading securities and securities available for
sale in our investment portfolio by obtaining quoted prices on nationally
recognized securities exchanges or matrix pricing, which is a mathematical
technique used widely in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying
on the securities’ relationship to other benchmark quoted
securities.  Matrix pricing relies on the securities’ relationship to
similarly traded securities, benchmark curves, and the benchmarking of like
securities.  Matrix pricing utilizes observable market inputs such as
benchmark yields, reported trades, broker/dealer quotes, issuer spreads,
two-sided markets, benchmark securities, bids, offers, reference data, and
industry and economic events and is considered Level 2.  In instances
where broker quotes are used, these quotes are obtained from market makers or
broker-dealers recognized to be market participants.  This valuation
method is classified as Level 2 in the fair value hierarchy.





The
markets for pooled collateralized debt obligations (CDOs) continue to reflect an
overall lack of activity and observable transactions in the secondary and new
issue markets for these securities.  Those conditions are indicative
of an illiquid market and transactions that do occur are not considered
orderly.  This led us to value our CDOs using both Level 2 and Level 3
inputs.  The single name issues continue to come from the brokers and
are considered Level 2 valuations.  The marks for the pooled issues
classified as available for sale were derived from a financial model and are
considered Level 3 valuations.  The pricing for the pooled CDOs held
for trading were derived from a broker and are considered Level 2
inputs.





When
determining fair value, ASC 820 indicates that the lowest available level should
be used. It also provides guidance on determining fair value when a transaction
is not considered orderly because the volume and level of activity have
significantly decreased. In evaluating the fair value of our two PreTSL pooled
CDOs, we determined that the market transactions for similar securities were
disorderly.  Therefore we priced our PreTSL pooled CDOs using the fair
value generated from the cash flow analysis used as part of our review for
other-than-temporary impairment.  The cash flows include the deferrals
and defaults associated with each security, along with anticipated deferrals,
defaults and projected recoveries.  This price is considered Level 3
pricing.


11


The
effective discount rates are highly dependent upon the credit quality of the
collateral, the relative position of the tranche in the capital structure of the
CDO and the prepayment assumptions.





The
remaining four pooled CDOs were classified as trading.  We utilized
pricing from a broker that was considered to be Level 2. The broker provided us
with actual prices if they had executed a trade for the same deal or if they had
knowledge that another trader had traded the same deal.  Otherwise
they compared the structure of the pooled CDO with other CDOs exhibiting the
same characteristics that had experienced recent trades.





Loans held for sale:The fair
value of residential mortgage loans held for sale is determined using quoted
secondary-market prices. The purchaser provides us with a commitment to purchase
the loan at the origination price.  Under ASC 820, this commitment is
classified as a Level 2 in the fair value hierarchy.  If no such
quoted price exists, the fair value of these loans would be determined using
quoted prices for a similar asset or assets, adjusted for the specific
attributes of that loan.  Loans held for sale associated with branch
transactions are presented at face value, which is substantially the same as the
value in the transaction.  Loans held for sale at March 31, 2010
include $106,704 of loans that we expect to sell in branch divestiture
transactions during 2010.





Derivatives:  Our
derivative instruments consist of over-the-counter interest rate swaps, interest
rate floors, and mortgage loan interest locks that trade in liquid
markets.  The fair value of our derivative instruments is primarily
measured by obtaining pricing from broker-dealers recognized to be market
participants.  On those occasions that broker-dealer pricing is not
available, pricing is obtained using the Bloomberg system.  The
pricing is derived from market observable inputs that can generally be verified
and do not typically involve significant judgment by us.  This
valuation method is classified as Level 2 in the fair value
hierarchy.





Impaired
Loans:  Impaired loans are evaluated at the time full payment
under the loan terms is not expected.  If a loan is impaired, a
portion of the allowance for loan losses is allocated so that the loan is
reported, net, at the present value of estimated cash flows using the loan’s
existing rate or at the fair value of the collateral, if the loan is collateral
dependent.  Fair value is measured based on the value of the
collateral securing these loans, is classified as Level 3 in the fair value
hierarchy and is determined using several methods. Generally, the fair value of
real estate is determined based on appraisals by qualified licensed
appraisers.  If an appraisal is not available, the fair value may be
determined by using a cash flow analysis, a broker’s opinion of value, the net
present value of future cash flows, or an observable market price from an active
market.  Fair value on non-real estate loans is determined using
similar methods.  In addition, business equipment may be valued by
using the net book value from the business’s financial
statements.  Impaired loans are evaluated quarterly for additional
impairment.





Other Real Estate
Owned:Other real estate owned is evaluated at the time a
property is acquired through foreclosure or shortly thereafter.  Fair
value is based on appraisals by qualified licensed appraisers and is classified
as Level 3.





Premises and equipment held for
sale:  Premises and equipment held for sale are evaluated at
the time the property is deemed as held for sale.  Fair value is based
on appraisals by qualified licensed appraisers and is classified as Level 3
input.  On occasion, when an appraisal is not performed, fair value is
based on sales offers received from potential buyers.  Premises and
equipment held for sale at March 31, 2010 include $4,554 of premises and
equipment that will be sold in probable branch divestiture.





Deposits held for
sale:  The fair value of deposits held for sale is based on the
actual purchase price as agreed upon between Integra Bank and the
purchaser.  Because this transaction occurs in an orderly transaction
between market participants, the fair value qualifies as a Level 2 fair
value.  Deposits held for sale at March 31, 2010 include $100,047 of
deposits that will be sold in probable branch divestiture transactions during
2010.





Assets
and liabilities measured at fair value on a recurring basis, including financial
liabilities for which we have elected the fair value option, are summarized
below.


12





Quoted Pricesin ActiveMarkets for
                
                
                SignificantIdentical
                
                
                Other
                
                
                SignificantAssets and
                
                
                Observable
                
                
                UnobservableLiabilities
                
                
                Inputs
                
                
                Inputs
                
                
                Balance
      as of(Level 1)
                
                
                (Level 2)
                
                
                (Level 3)
                
                
                March 31, 2010AssetsSecurities,
      available for saleU.S.
      Treasuries
                
                $
                -
                
                
                $
                8,909
                
                
                $
                -
                
                
                $
                8,909U.S.
      Government agencies
                
                
                -
                
                
                
                179
                
                
                
                -
                
                
                
                179Collateralized
      mortgage obligations:Agency
                
                
                -
                
                
                
                118,320
                
                
                
                -
                
                
                
                118,320Private
      Label
                
                
                -
                
                
                
                21,559
                
                
                
                -
                
                
                
                21,559Mortgage
      backed securities: residential
                
                
                -
                
                
                
                167,222
                
                
                
                -
                
                
                
                167,222Trust
      Preferred
                
                
                -
                
                
                
                8,742
                
                
                
                1,516
                
                
                
                10,258State
      & political subdivisions
                
                
                -
                
                
                
                24,341
                
                
                
                -
                
                
                
                24,341Other
      securities
                
                
                -
                
                
                
                8,660
                
                
                
                -
                
                
                
                8,660Total
      securities, available for sale
                
                $
                -
                
                
                $
                357,932
                
                
                $
                1,516
                
                
                $
                359,448Securities,
      held for tradingU.S.
      Treasuries
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Trust
      Preferred
                
                
                -
                
                
                
                215
                
                
                
                -
                
                
                
                215Total
      securities, held for trading
                
                $
                -
                
                
                $
                215
                
                
                $
                -
                
                
                $
                215Derivatives
                
                
                -
                
                
                
                6,624
                
                
                
                -
                
                
                
                6,624LiabilitiesDerivatives
                
                $
                -
                
                
                $
                6,854
                
                
                $
                -
                
                
                $
                6,854


13





Quoted Pricesin ActiveMarkets for
                    
                    
                    SignificantIdentical
                    
                    
                    Other
                    
                    
                    SignificantAssets
      and
                    
                    
                    Observable
                    
                    
                    UnobservableLiabilities
                    
                    
                    Inputs
                    
                    
                    Inputs
                    
                    
                    Balance
      as of(Level 1)
                    
                    
                    (Level 2)
                    
                    
                    (Level 3)
                    
                    
                    December 31, 2009AssetsSecurities,
      available for saleU.S.
      Treasuries
                    
                    $
                    -
                    
                    
                    $
                    8,833
                    
                    
                    $
                    -
                    
                    
                    $
                    8,833U.S.
      Government agencies
                    
                    
                    -
                    
                    
                    
                    279
                    
                    
                    
                    -
                    
                    
                    
                    279Collateralized
      mortgage obligations:Agency
                    
                    
                    
                    
                    
                    
                    118,431
                    
                    
                    
                    
                    
                    
                    
                    118,431Private
      Label
                    
                    
                    -
                    
                    
                    
                    23,229
                    
                    
                    
                    -
                    
                    
                    
                    23,229Mortgage
      backed securities: residential
                    
                    
                    
                    
                    
                    
                    167,232
                    
                    
                    
                    
                    
                    
                    
                    167,232Trust
      Preferred
                    
                    
                    -
                    
                    
                    
                    8,450
                    
                    
                    
                    1,588
                    
                    
                    
                    10,038State
      & political subdivisions
                    
                    
                    -
                    
                    
                    
                    25,040
                    
                    
                    
                    -
                    
                    
                    
                    25,040Other
      securities
                    
                    
                    -
                    
                    
                    
                    8,637
                    
                    
                    
                    
                    
                    
                    
                    8,637Total
      securities, available for sale
                    
                    $
                    -
                    
                    
                    $
                    360,131
                    
                    
                    $
                    1,588
                    
                    
                    $
                    361,719Securities,
      held for tradingU.S.
      Treasuries
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Trust
      Preferred
                    
                    
                    -
                    
                    
                    
                    36
                    
                    
                    
                    -
                    
                    
                    
                    36Total
      securities, held for trading
                    
                    $
                    -
                    
                    
                    $
                    36
                    
                    
                    $
                    -
                    
                    
                    $
                    36Derivatives
                    
                    
                    -
                    
                    
                    
                    5,945
                    
                    
                    
                    -
                    
                    
                    
                    5,945LiabilitiesDerivatives
                    
                    $
                    -
                    
                    
                    $
                    6,307
                    
                    
                    $
                    -
                    
                    
                    $
                    6,307





Assets
and liabilities measured at fair value on a non-recurring basis are summarized
below.





QuotedPricesin ActiveMarkets for
                
                
                SignificantIdentical
                
                
                Other
                
                
                SignificantAssets and
                
                
                Observable
                
                
                UnobservableLiabilities
                
                
                Inputs
                
                
                Inputs
                
                
                Balance as of(Level 1)
                
                
                (Level 2)
                
                
                (Level 3)
                
                
                March 31, 2010AssetsImpaired
      loans
                
                $
                -
                
                
                $
                -
                
                
                $
                116,782
                
                
                $
                116,782Loans
      held for sale
                
                
                -
                
                
                
                110,667
                
                
                
                -
                
                
                
                110,667Other
      real estate owned
                
                
                -
                
                
                
                -
                
                
                
                33,070
                
                
                
                33,070Premises
      and equipment held for sale
                
                
                -
                
                
                
                -
                
                
                
                4,554
                
                
                
                4,554LiabilitiesDeposits
      held for sale
                
                $
                -
                
                
                $
                100,047
                
                
                $
                -
                
                
                $
                100,047


14





Quoted Pricesin ActiveMarkets for
                  
                  
                  SignificantIdentical
                  
                  
                  Other
                  
                  
                  SignificantAssets and
                  
                  
                  Observable
                  
                  
                  UnobservableLiabilities
                  
                  
                  Inputs
                  
                  
                  Inputs
                  
                  
                  Balance as of(Level 1)
                  
                  
                  (Level 2)
                  
                  
                  (Level 3)
                  
                  
                  December 31, 2009AssetsImpaired
      loans
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  92,715
                  
                  
                  $
                  92,715Loans
      held for sale
                  
                  
                  -
                  
                  
                  
                  93,572
                  
                  
                  
                  -
                  
                  
                  
                  93,572Other
      real estate owned
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  29,317
                  
                  
                  
                  29,317Premises
      and equipment held for sale
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,249
                  
                  
                  
                  4,249Liabilities
                  
                  $
                  -
                  
                  
                  $
                  97,207
                  
                  
                  $
                  -
                  
                  
                  $
                  97,207





At March
31, 2010, impaired loans with specific reserves, which are measured for
impairment using the fair value of the collateral for collateral dependent
loans, had a carrying amount of $153,532, with a valuation allowance of $36,750,
resulting in an additional provision for loan losses of $12,033 for the
period.  At December 31, 2009, impaired loans with a specific reserve
had a carrying amount of $124,751, with a valuation allowance of
$32,036.  For those properties held in other real estate owned and
carried at fair value, writedowns of $396 were charged to earnings in the first
quarter of 2010 compared to $766 in the first quarter of 2009.





The
following table presents a reconciliation of all assets measured at fair value
on a recurring basis using significant unobservable inputs (Level 3) for the
quarter ending March 31, 2010.





Fair Value Measurements Using SignificantUnobservable Inputs (Level 3)SecuritiesAvailable forsale
                    
                    
                    TotalBeginning
      Balance at January 1, 2010
                    
                    $
                    1,588
                    
                    
                    $
                    1,588Transfers in and/or
      out of Level 3
                    
                    
                    -
                    
                    
                    
                    -Gains
      (Losses) included in other comprehensive income
                    
                    
                    138
                    
                    
                    
                    138Gains
      (Losses) included in earnings
                    
                    
                    (210
                    )
                    
                    
                    (210
                    )Ending
      Balance
                    
                    $
                    1,516
                    
                    
                    $
                    1,516





Unrealized
gains and losses for securities classified as available for sale are generally
not recorded in earnings.  However, during the first quarter of 2010,
impairment charges of $210 were charged against some of our pooled trust
preferred CDOs.





The
carrying amounts and estimated fair values of financial instruments, at March
31, 2010, and December 31, 2009, are as follows:





March 31, 2010
                
                
                December 31, 2009Carrying
                
                
                Fair
                
                
                Carrying
                
                
                FairAmount
                
                
                Value
                
                
                Amount
                
                
                ValueFinancial
      Assets:Cash
      and short-term investments
                
                $
                459,112
                
                
                $
                459,112
                
                
                $
                354,574
                
                
                $
                354,574Loans-net
      of allowance
                
                
                1,686,739
                
                
                
                1,693,017
                
                
                
                1,838,347
                
                
                
                1,840,053Accrued
      interest receivable
                
                
                9,207
                
                
                
                9,207
                
                
                
                9,336
                
                
                
                9,336Financial
      Liabilities:Deposits
                
                $
                2,317,526
                
                
                $
                2,338,698
                
                
                $
                2,267,899
                
                
                $
                2,288,866Short-term
      borrowings
                
                
                62,134
                
                
                
                62,134
                
                
                
                62,114
                
                
                
                62,114Long-term
      borrowings
                
                
                348,774
                
                
                
                351,179
                
                
                
                361,071
                
                
                
                362,271Accrued
      interest payable
                
                
                7,330
                
                
                
                7,330
                
                
                
                8,200
                
                
                
                8,200


15




The above
fair value information was derived using the information described below for the
groups of instruments listed.  It should be noted the fair values
disclosed in this table do not represent fair values of all of our assets and
liabilities and should not be interpreted to represent our market or liquidation
value.





Carrying
amount is the estimated fair value for cash and short-term investments, accrued
interest receivable and payable, deposits without defined maturities and
short-term debt.   The fair value of loans is estimated in
accordance with ASC Topic 825, “Financial Instruments” by discounting expected
future cash flows using market rates of like maturity.  For time
deposits, fair value is based on discounted cash flows using current market
rates applied to the estimated life.  Fair value of debt is based on
current rates for similar financing.  It was not practicable to
determine the fair value of regulatory stock due to restrictions placed on its
transferability.  The fair value of off-balance-sheet items is not
considered material.





STOCK
OPTION PLAN AND AWARDS





In April
2007, our shareholders approved the Integra Bank Corporation 2007 Equity
Incentive Plan (the 2007 Plan) which reserves 600,000 shares of common stock for
issuance as incentive awards to directors and key employees.  Awards
may include incentive stock options, non-qualified stock options, restricted
shares, performance shares, performance units or stock appreciation rights
(SARs).  All options granted under the 2007 Plan or any predecessor
stock-based incentive plans (the “Prior Plans”) have a termination period of ten
years from the date granted.  The exercise price of options granted
under the plans cannot be less than the market value of the common stock on the
date of grant.  Upon the adoption of the 2007 Plan, no additional
awards may be granted under the Prior Plans.  In April 2009, our
shareholders approved an amendment to the 2007 Plan that increased the number of
shares available under the plan to 1,000,000 shares.  At March 31,
2010, there were 575,164 shares available for the granting of additional awards
under the 2007 Plan .





A summary
of the status of the options or SARs granted under the 2007 Plan and Prior Plans
as of March 31, 2010, and changes during the year is presented
below:





March 31, 2010Weighted AverageWeighted Average
                            
                            
                            Remaining TermShares
                            
                            
                            Exercise Price
                            
                            
                            (In years)Options/SARs
      outstanding at December 31, 2009
                            
                            
                            1,099,536
                            
                            
                            $
                            20.52Options/SARs
      granted
                            
                            
                            -
                            
                            
                            
                            -Options/SARs
      exercised
                            
                            
                            -
                            
                            
                            
                            -Options/SARs
      forfeited/expired
                            
                            
                            (521,343
                            )
                            
                            
                            20.27Options/SARs
      outstanding at March 31, 2010
                            
                            
                            578,193
                            
                            
                            $
                            20.74
                            
                            
                            
                            4.8Options/SARs
      exercisable at March 31, 2010
                            
                            
                            534,485
                            
                            
                            $
                            20.97
                            
                            
                            
                            4.6





The
options and SARs outstanding at March 31, 2010, had a weighted average remaining
term of 4.8 years with no aggregate intrinsic value, while the options and SARs
that were exercisable at March 31, 2010, had a weighted average remaining term
of 4.6 years and no aggregate intrinsic value.  As of March 31, 2010,
there was $80 of total unrecognized compensation cost related to the stock
options and SARs.  The cost is expected to be recognized over a
weighted-average period of 1.2 years.  Compensation expense for
options and SARs for the three months ended March 31, 2010, and 2009 was $10,
and $160, respectively.





A summary
of the status of the restricted stock granted by us as of March 31, 2010 and
changes during the first three months of 2010 is presented below:





Weighted-AverageGrant-DateShares
                  
                  
                  Fair ValueRestricted
      shares outstanding, December 31, 2009
                  
                  
                  226,113
                  
                  
                  $
                  4.94Shares
      granted
                  
                  
                  80,000
                  
                  
                  
                  0.82Shares
      vested
                  
                  
                  (1,166
                  )Shares
      forfeited
                  
                  
                  (24,716
                  )Restricted
      shares outstanding, March 31, 2010
                  
                  
                  280,231
                  
                  
                  
                  3.76


16


We record
the fair value of restricted stock grants, net of estimated forfeitures, and an
offsetting deferred compensation amount within stockholders’ equity for unvested
restricted stock.  As of March 31, 2010, there was $699 of total
unrecognized compensation cost related to the nonvested restricted
stock.  The cost is expected to be recognized over a weighted-average
period of 1.5 years.  Compensation expense for restricted stock for
the three months ended March 31, 2010, and 2009 was $94, and $287,
respectively.





We have
not paid any cash dividends on restricted shares granted since we began
participating in the Capital Purchase Program of the U.S. Department of the
Treasury (CPP).  Our participation in this program imposes additional
vesting restrictions on shares held by any of our five most-highly compensated
employees.  These restricted shares vest over time; however, they are
also subject to restrictions on transferability under the CPP.





In April
2009, our shareholders approved an increase in authorized shares of common stock
of 100,000,000 shares, bringing total authorized common shares to
129,000,000.





NOTE
2.  EARNINGS PER SHARE





Basic
earnings per share is computed by dividing net income (loss) for the year by the
weighted average number of shares outstanding. Diluted earnings per share is
computed as above, adjusted for the dilutive effects of stock options, SARs, and
restricted stock.  Weighted average shares of common stock have been
increased for the assumed exercise of stock options and SARs with proceeds used
to purchase treasury stock at the average market price for the
period.





The
following provides a reconciliation of basic and diluted earnings per
share:




Three Months EndedMarch 31,2010
                  
                  
                  2009Net
      income (loss)
                  
                  $
                  (52,751
                  )
                  
                  $
                  (28,061
                  )Preferred
      dividends and discount accretion
                  
                  
                  (1,128
                  )
                  
                  
                  (413
                  )Net
      income (loss) available to common shareholders
                  
                  $
                  (53,879
                  )
                  
                  $
                  (28,474
                  )Weighted
      average common shares outstanding - Basic
                  
                  
                  20,666,237
                  
                  
                  
                  20,731,957Incremental
      shares related to stock compensation
                  
                  
                  -
                  
                  
                  
                  -Average
      common shares outstanding - Diluted
                  
                  
                  20,666,237
                  
                  
                  
                  20,731,957Earnings
      (Loss) per common share - Basic
                  
                  $
                  (2.61
                  )
                  
                  $
                  (1.37
                  )Effect
      of incremental shares related to stock compensation
                  
                  
                  -
                  
                  
                  
                  -Earnings
      (Loss) per common share - Diluted
                  
                  $
                  (2.61
                  )
                  
                  $
                  (1.37
                  )





Options
to purchase 578,193 shares and 1,440,100 shares were outstanding at March 31,
2010 and 2009, respectively, and were not included in the computation of net
income per diluted share in both periods because the exercise price of these
options was greater than the average market price of the common shares, and
therefore antidilutive and also, for the first quarter of 2010 and 2009, because
of the net loss.





On
February 27, 2009, the Treasury Department invested $83,586 in us as part
of the CPP.  We issued to the Treasury Department 83,586 shares of
Fixed Rate Cumulative Perpetual Preferred Stock, Series B (Treasury
Preferred Stock), having a liquidation amount per share of $1,000, and a warrant
(Treasury Warrant), to purchase up to 7,418,876 shares, or Warrant Shares, of
our common stock, at an initial per share exercise price of $1.69.




The
7,418,876 Warrant Shares issuable upon exercise of the Warrant were not included
in the computation of net income per diluted share because the exercise price of
these shares was greater than the average market price of the common shares, and
therefore, antidilutive and also because of the net loss.




NOTE
3. SECURITIES





At March
31, 2010, the majority of securities in our investment portfolio were classified
as available for sale.





Trading
securities at March 31, 2010, consist of four trust preferred securities valued
at $215.  During the first quarter of 2010, we recorded trading gains
of $179, compared to none during the first quarter of 2009.


17


Amortized
cost, fair value and the related gross unrealized gains and losses recognized in
accumulated other comprehensive income (loss) of available for sale securities
were as follows:





Gross
                              
                              
                              GrossAmortized
                              
                              
                              Unrealized
                              
                              
                              Unrealized
                              
                              
                              FairCost
                              
                              
                              Gains
                              
                              
                              Losses
                              
                              
                              ValueMarch
      31, 2010U.S.
      Treasuries
                              
                              $
                              8,865
                              
                              
                              $
                              44
                              
                              
                              $
                              -
                              
                              
                              $
                              8,909U.S.
      Government agencies
                              
                              
                              175
                              
                              
                              
                              4
                              
                              
                              
                              -
                              
                              
                              
                              179Collateralized
      mortgage obligations:Agency
                              
                              
                              116,616
                              
                              
                              
                              2,065
                              
                              
                              
                              361
                              
                              
                              
                              118,320Private
      label
                              
                              
                              23,121
                              
                              
                              
                              -
                              
                              
                              
                              1,562
                              
                              
                              
                              21,559Mortgage-backed
      securities - residential
                              
                              
                              165,957
                              
                              
                              
                              1,362
                              
                              
                              
                              97
                              
                              
                              
                              167,222Trust
      preferred
                              
                              
                              17,040
                              
                              
                              
                              52
                              
                              
                              
                              6,834
                              
                              
                              
                              10,258States
      & political subdivisions
                              
                              
                              22,765
                              
                              
                              
                              1,645
                              
                              
                              
                              69
                              
                              
                              
                              24,341Other
      securities
                              
                              
                              8,641
                              
                              
                              
                              23
                              
                              
                              
                              4
                              
                              
                              
                              8,660Total
                              
                              $
                              363,180
                              
                              
                              $
                              5,195
                              
                              
                              $
                              8,927
                              
                              
                              $
                              359,448Gross
                              
                              
                              GrossAmortized
                              
                              
                              Unrealized
                              
                              
                              Unrealized
                              
                              
                              FairCost
                              
                              
                              Gains
                              
                              
                              Losses
                              
                              
                              ValueDecember
      31, 2009U.S.
      Treasuries
                              
                              $
                              8,856
                              
                              
                              $
                              -
                              
                              
                              $
                              23
                              
                              
                              $
                              8,833U.S.
      Government agencies
                              
                              
                              277
                              
                              
                              
                              5
                              
                              
                              
                              3
                              
                              
                              
                              279Collateralized
      mortgage obligations:Agency
                              
                              
                              117,930
                              
                              
                              
                              1,624
                              
                              
                              
                              1,123
                              
                              
                              
                              118,431Private
      label
                              
                              
                              25,164
                              
                              
                              
                              -
                              
                              
                              
                              1,935
                              
                              
                              
                              23,229Mortgage-backed
      securities - residential
                              
                              
                              167,533
                              
                              
                              
                              537
                              
                              
                              
                              838
                              
                              
                              
                              167,232Trust
      preferred
                              
                              
                              17,238
                              
                              
                              
                              10
                              
                              
                              
                              7,210
                              
                              
                              
                              10,038States
      & political subdivisions
                              
                              
                              23,529
                              
                              
                              
                              1,589
                              
                              
                              
                              78
                              
                              
                              
                              25,040Other
      securities
                              
                              
                              8,640
                              
                              
                              
                              -
                              
                              
                              
                              3
                              
                              
                              
                              8,637Total
                              
                              $
                              369,167
                              
                              
                              $
                              3,765
                              
                              
                              $
                              11,213
                              
                              
                              $
                              361,719





The
amortized cost and fair value of the securities available for sale portfolio are
shown by expected maturity.  Expected maturities may differ from
contractual maturities if borrowers have the right to call or prepay obligations
with or without call or prepayment penalties.





March 31, 2010Amortized
                  
                  
                  FairCost
                  
                  
                  ValueMaturityAvailable-for-saleWithin
      one year
                  
                  $
                  13,371
                  
                  
                  $
                  13,122One
      to five years
                  
                  
                  97,901
                  
                  
                  
                  98,841Five
      to ten years
                  
                  
                  130,590
                  
                  
                  
                  132,233Beyond
      ten years
                  
                  
                  121,318
                  
                  
                  
                  115,252Total
                  
                  $
                  363,180
                  
                  
                  $
                  359,448





Proceeds
from sales and calls of securities available for sale were $540 and $2,011 for
the three months ended March 31, 2010 and 2009, respectively.  Gross
losses of $2 and $0 were realized on the 2010 sales and calls.





Available
for sale securities with unrealized losses at March 31, 2010, aggregated by
investment category and length of time the individual securities have been in a
continuous unrealized loss position, are as follows:


18





Less than 12 Months
                  
                  
                  12 Months or More
                  
                  
                  TotalMarch 31, 2010
                  
                  Fair Value
                  
                  
                  Unrealized
                    Losses
                  
                  
                  Fair Value
                  
                  
                  Unrealized
                    Losses
                  
                  
                  Fair Value
                  
                  
                  Unrealized
                    LossesCollateralized
      mortgage obligations:Agency
                  
                  $
                  16,760
                  
                  
                  $
                  361
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  16,760
                  
                  
                  $
                  361Private
      Label
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  21,559
                  
                  
                  
                  1,562
                  
                  
                  
                  21,559
                  
                  
                  
                  1,562Mortgage-backed
      securities - residential
                  
                  
                  21,676
                  
                  
                  
                  97
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  21,676
                  
                  
                  
                  97Trust
      Preferred
                  
                  
                  584
                  
                  
                  
                  136
                  
                  
                  
                  5,632
                  
                  
                  
                  6,698
                  
                  
                  
                  6,216
                  
                  
                  
                  6,834State
      & political subdivisions
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,219
                  
                  
                  
                  69
                  
                  
                  
                  2,219
                  
                  
                  
                  69Other
      securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  22
                  
                  
                  
                  4
                  
                  
                  
                  22
                  
                  
                  
                  4Total
                  
                  $
                  39,020
                  
                  
                  $
                  594
                  
                  
                  $
                  29,432
                  
                  
                  $
                  8,333
                  
                  
                  $
                  68,452
                  
                  
                  $
                  8,927





Less than 12 Months
                    
                    
                    12 Months or More
                    
                    
                    TotalDecember
      31, 2009
                    
                    Fair Value
                    
                    
                    Unrealized Losses
                    
                    
                    Fair Value
                    
                    
                    Unrealized Losses
                    
                    
                    Fair Value
                    
                    
                    Unrealized LossesU.S.
      Treasuries
                    
                    $
                    8,833
                    
                    
                    $
                    23
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    8,833
                    
                    
                    $
                    23U.S.
      Government agencies
                    
                    
                    149
                    
                    
                    
                    3
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    149
                    
                    
                    
                    3Collateralized
      mortgage obligations:Agency
                    
                    
                    59,198
                    
                    
                    
                    1,123
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    59,198
                    
                    
                    
                    1,123Private
      Label
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    23,229
                    
                    
                    
                    1,935
                    
                    
                    
                    23,229
                    
                    
                    
                    1,935Mortgage-backed
      securities - residential
                    
                    
                    105,719
                    
                    
                    
                    838
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    105,719
                    
                    
                    
                    838Trust
      Preferred
                    
                    
                    602
                    
                    
                    
                    123
                    
                    
                    
                    5,436
                    
                    
                    
                    7,087
                    
                    
                    
                    6,038
                    
                    
                    
                    7,210State
      & political subdivisions
                    
                    
                    1,806
                    
                    
                    
                    22
                    
                    
                    
                    1,066
                    
                    
                    
                    56
                    
                    
                    
                    2,872
                    
                    
                    
                    78Other
      securities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    21
                    
                    
                    
                    3
                    
                    
                    
                    21
                    
                    
                    
                    3Total
                    
                    $
                    176,307
                    
                    
                    $
                    2,132
                    
                    
                    $
                    29,752
                    
                    
                    $
                    9,081
                    
                    
                    $
                    206,059
                    
                    
                    $
                    11,213





We
regularly review the composition of our securities portfolio, taking into
account market risks, the current and expected interest rate environment,
liquidity needs, and our overall interest rate risk profile and strategic
goals.





On a
quarterly basis, we evaluate each security in our portfolio with an individual
unrealized loss to determine if that loss represents other-than-temporary
impairment.  The factors we consider in evaluating the securities
include whether the securities were guaranteed by the U.S. government or its
agencies and the securities’ public ratings, if available, and how those two
factors affect credit quality and recovery of the full principal balance, the
relationship of the unrealized losses to increases in market interest rates, the
length of time the securities have had temporary impairment, and our ability to
hold the securities for the time necessary to recover the amortized
cost.  We also review the payment performance, delinquency history and
credit support of the underlying collateral for certain securities in our
portfolio as part of our impairment analysis and review.





When
other-than-temporary impairment occurs, for debt securities the amount of the
other-than-temporary impairment recognized in earnings depends on whether an
entity intends to sell the security or it is more likely than not it will be
required to sell the security before recovery of its amortized cost basis, less
any current-period credit loss.  If we intend to sell or it is more
likely than not we will be required to sell the security before recovery of its
amortized cost basis, less any current-period credit loss, the
other-than-temporary impairment shall be recognized in earnings equal to the
entire difference between the investment’s amortized cost basis and its fair
value at the balance sheet date.  If we do not intend to sell the
security and it is not more likely than not that we would be required to sell
the security before recovery of its amortized cost basis less any current-period
loss, the other-than-temporary impairment shall be separated into the amount
representing the credit loss and the amount related to all other
factors.  The amount of the total other-than-temporary impairment
related to other factors is recognized in other comprehensive income, net of
applicable taxes.  The previous amortized cost basis less the
other-than-temporary impairment recognized in earnings becomes the new amortized
cost basis of the investment.





We
adopted the guidance in ASC 320 effective April 1, 2009.  As a result
of implementing the new standard, the amount of other-than-temporary impairment
recognized in income for the year 2009 was $21,484.  Had the standard
not been issued, the amount of other-than-temporary impairment that would have
been recognized in income for the same period would have been
$20,334.





The
ratings of our pooled trust preferred CDOs that have incurred
other-than-temporary impairment are listed below as of March 31, 2010. This
group of trust preferred securities consist of two pooled trust preferred CDOs
classified as available for sale and four pooled CDOs classified as held for
trading.   The ratings of our four single issue trust preferred
securities, and private label CMOs are listed below as of March 31, 2010 and at
December 31, 2009.  The private label CMOs consist of six issues of
which five were originated in 2003-2004 while one was originated in
2006.


19





RatingsIssuer
                        
                        Amortized Cost
                        
                        
                        Fair Value
                        
                        
                        Unrealized
                          Gains/(Losses)
                        
                        Ratings as of March 31, 2010Pooled
      Trust Preferred CDOsPreTSL
      VI
                        
                        $
                        720
                        
                        
                        $
                        584
                        
                        
                        $
                        (136
                        )
                        Caa1
      (Moodys) / CC (Fitch)*PreTSL
      XIV
                        
                        
                        2,317
                        
                        
                        
                        932
                        
                        
                        
                        (1,385
                        )
                        Ca
      (Moodys) /C (Fitch)*Total
                        
                        $
                        3,037
                        
                        
                        $
                        1,516
                        
                        
                        $
                        (1,521
                        )Pooled
      Trust Preferred CDOs (Held For Trading)Alesco
      10A C1
                        
                        $
                        125
                        
                        
                        $
                        125
                        
                        
                        $
                        -
                        
                        Ca
      (Moodys) / C (Fitch)*Trapeza
      11A D1
                        
                        
                        8
                        
                        
                        
                        8
                        
                        
                        
                        -
                        
                        C
      (Fitch)Trapeza
      12A D1
                        
                        
                        6
                        
                        
                        
                        6
                        
                        
                        
                        -
                        
                        C
      (Fitch)US
      Capital Funding
                        
                        
                        76
                        
                        
                        
                        76
                        
                        
                        
                        -
                        
                        Caa3
      (Moodys) / C (Fitch)*Total
                        
                        $
                        215
                        
                        
                        $
                        215
                        
                        
                        $
                        -





RatingsAmortized
                        
                        
                        Fair
                        
                        
                        UnrealizedIssuer
                        
                        Cost
                        
                        
                        Value
                        
                        
                        Gains/(Losses)
                        
                        Ratings
      as of March 31, 2010
                        
                        Ratings
      as of December 31, 2009Single
      Issue Trust PreferredBank
      One Cap Tr VI (JP Morgan)
                        
                        $
                        1,000
                        
                        
                        $
                        1,016
                        
                        
                        $
                        16
                        
                        A2(Moodys)
                        
                        A2(Moodys)First
      Citizen Bancshares
                        
                        
                        5,013
                        
                        
                        
                        2,000
                        
                        
                        
                        (3,013
                        )
                        Non-Rated
                        
                        Non-RatedFirst
      Union Instit Cap I (Wells Fargo)
                        
                        
                        2,990
                        
                        
                        
                        3,026
                        
                        
                        
                        36
                        
                        Baa2(Moodys)/A-(S&P)/A(Fitch)
                        
                        Baa2(Moodys)/A-(S&P)/A(Fitch)Sky
      Financial Cap Trust III (Huntington)
                        
                        
                        5,000
                        
                        
                        
                        2,700
                        
                        
                        
                        (2,300
                        )
                        B(S&P)
                        
                        B(S&P)Total
                        
                        $
                        14,003
                        
                        
                        $
                        8,742
                        
                        
                        $
                        (5,261
                        )Private
      Label CMOsCWHL
      2003-58 2A1
                        
                        $
                        2,818
                        
                        
                        $
                        2,510
                        
                        
                        $
                        (308
                        )
                        Aaa(Moodys)/AAA(S&P)
                        
                        Aaa(Moodys)/AAA(S&P)CMSI
      2004-4 A2
                        
                        
                        1,479
                        
                        
                        
                        1,464
                        
                        
                        
                        (15
                        )
                        AAA(S&P)/AAA(Fitch)
                        
                        AAA(S&P)/AAA(Fitch)GSR
      2003-10 2A1
                        
                        
                        6,259
                        
                        
                        
                        5,956
                        
                        
                        
                        (303
                        )
                        Aaa(Moodys)/AAA(S&P)
                        
                        Aaa(Moodys)/AAA(S&P)RAST
      2003-A15 1A1
                        
                        
                        4,969
                        
                        
                        
                        4,612
                        
                        
                        
                        (357
                        )
                        AAA(S&P)/AAA(Fitch)
                        
                        AAA(S&P)/AAA(Fitch)SASC
      2003-31A 3A
                        
                        
                        5,481
                        
                        
                        
                        5,023
                        
                        
                        
                        (458
                        )
                        A1(Moodys)/AAA(S&P)
                        
                        A1(Moodys)/AAA(S&P)WFMBS
      2006-8 A13
                        
                        
                        2,115
                        
                        
                        
                        1,994
                        
                        
                        
                        (121
                        )
                        B2/*-(Moodys)/B(Fitch)**
                        
                        B3(Moodys)/B(Fitch)Total
                        
                        $
                        23,121
                        
                        
                        $
                        21,559
                        
                        
                        $
                        (1,562
                        )





The
ratings above range from highly speculative, defined as equal to or below “Ca”
per Moody’s and “CC” per Fitch and S&P, to the highest credit quality
defined as “Aaa” or “AAA” per the aforementioned rating agencies,
respectively.  Changes to the ratings that occurred during the quarter
are denoted with an * and subsequent changes are denoted with a **.





Pooled Trust Preferred
CDOs





We
incorporated several factors into our determination of whether the CDOs in our
portfolio had incurred other-than-temporary impairment, including review of
current defaults and deferrals, the likelihood that a deferring issuer will
reinstate, recovery assumptions on defaulted issuers, expectations for future
defaults and deferrals and the coupon rate at the issuer level compared to the
coupon on the tranche.  We examined the trustee reports to determine
current payment history and the structural support that existed within the CDOs.
We also reviewed key financial characteristics of each individual issuer in the
pooled CDOs.  Additionally, we utilized an internal watch list and
near watch list which is updated and reviewed quarterly.  Changes are
compared to the prior quarter to determine migration patterns and
direction.  This review analyzed capital ratios, leverage ratios,
non-performing loan and non-performing asset ratios.


20


We also
utilize a third party cash flow analysis that compares the present value of
expected cash flows to the previous estimate to ensure there are no adverse
changes in cash flows during the quarter.  This analysis considers the
structure and term of the CDO and the financial condition of the underlying
issuers.  The review details the interest rates, principal balances of
note classes and underlying issuers, the timing and amount of interest and
principal payments of the underlying issuers, and the allocation of the payments
to the note classes.  The current estimate of expected cash flows is
based on the most recent trustee reports and any other relevant market
information including subsequent announcements of interest payment deferrals or
defaults of underlying trust preferred securities.  Assumptions used
in the review include expected future default rates and
prepayments.





We
recognized impairment charges during the first quarter of 2009 on two of our six
pooled CDOs totaling $1,170.  Throughout 2009, we noticed substantial
deterioration in the underlying credit quality of four of the six pooled issuers
as deferrals and defaults increased substantially.  Based on the
significant decline in the Alesco, Trap 11, Trap 12 and the US Cap CDOs and
given our intention to sell these four securities when it is more economically
attractive, we reclassified these securities as of June 30, 2009, and designated
them as trading.





During
the first quarter 2010 we experienced additional deferrals on both PreTSL VI and
on PreTSL XIV.  As part of the other-than-temporary impairment review
for PreTSL VI, we considered the cash offer issued by BankAtlantic to purchase
their outstanding trust preferred securities at 20% of the par
value.  We determined that it was in our best interest to vote in
favor of the offer.  Therefore, the cash flow analysis of PreTSL VI
assumed a 10% recovery, lagged for two years for all issuers except for Bank
Atlantic which incorporates the 20% recovery lagged for two
years.  Based on the review of the first quarter 2010 cash flows,
PreTSL VI has incurred a small amount of additional impairment.  The
impairment amount includes $9 that is attributed to credit while the remaining
$35 is related to the non credit component.  The other-than-temporary
impairment cash flow analysis for PreTSL XIV assumed a 10% recovery, lagged for
two years on defaults and treats all interest payment deferrals as
defaults.  Based on the review of the first quarter cash flows for
PreTSL XIV we concluded that for the first time other-than-temporary impairment
has occurred.  The impairment amount includes $201 that is attributed
to credit while the remaining $1,385 is attributed to other factors and is
considered the non credit component.





Single Issue Trust
Preferred





With
respect to our single issuer trust preferred securities, we look at rating
agency actions, payment history, the capital levels of the banks, and the
financial performance as filed in regulatory reports.  Based on our
first quarter 2010 review, we determined that all four securities were still
performing, and as such, the $5,261 unrealized loss is temporary.





Private Label
CMOs





Factors
utilized in the analysis of the private label CMOs in our portfolio included a
review of underlying collateral performance, the length of time and extent that
fair value has been less than cost, changes in market valuation and rating
changes to determine if other-than-temporary impairment has
occurred.  As of March 31, 2010, all six private label CMOs in our
portfolio had unrealized losses for 12 consecutive months.





The
issuers within the portfolio continue to perform according to their contractual
terms.  The underlying collateral performance for each of the private
label CMOs has been reviewed.  The collateral has seen delinquencies
over 90 days continue to move higher in the first quarter of 2010 with the
exception of two securities (CWHL 2003-58 and SASC 2003-31A), where the
delinquencies over 90 days moved slightly lower than their December 2009 levels.
The reported cumulative loss for all six securities remained low with 0.813%
being the highest. The exposure to the high risk geographies (CA, AZ, NV, and
FL) has experienced little change since our last review.  The credit
support for five of the private label CMOs increased during the first quarter of
2010, while the credit support on all six issues remains higher than the
original credit support percentages.





We also
received a third party review of our private label CMOs.  This review
contains a stress test for each security, including home price appreciation
scenarios that project extreme collateral defaults and losses ranging up to
three times higher than would normally be projected.  The purpose of
the stress test is to account for more severe scenarios and the possible
underestimation of the collateral losses for any particular modeled
scenario.  Only one of the securities, WFMBS 2006-8 A13, projected a
minimal loss in the extreme scenarios.  The findings in this report
continue to support our analysis that there is adequate structural support even
under stressed scenarios.  The overall review of the underlying
mortgage collateral for the tranches we own demonstrates that it is unlikely
that the contractual cash flows will be disrupted.  Therefore, given
the performance of these securities at March 31, 2010, and that it is not our
intent to sell these securities and it is likely that we will not be required to
sell the securities before their anticipated recovery, we concluded that there
is no other-than-temporary impairment.  The $1,562 in unrealized loss
was temporary.





As noted
in the above discussion related to CDOs, including both pooled and single issue
CDOs and the private label CMOs, we determined that the only
other-than-temporary impairment charge for the first quarter of 2010 was $210
related to PreTSL VI and PreTSL XIV.  The remainder of the securities
portfolio continues to perform as expected.





21





The table
below presents a roll forward of the credit losses recognized in earnings for
the period ended March 31, 2010:





Ending
      balance December 31, 2009
                    
                    $
                    315Additions
      for amounts related to credit loss for which an other- than-temporary
      impairment was not previously recognized
                    
                    
                    210Reductions
      for amounts related to securities for which the company intends to sell or
      that it will be more likely than not that the company will be required to
      sell prior to recovery of amortized cost basis
                    
                    
                    -Ending
      balance, March 31, 2010
                    
                    $
                    525





NOTE
4. ALLOWANCE FOR LOAN LOSSES





Changes
in the allowance for loan losses were as follows for the three months ended
March 31, 2010 and 2009:





SUMMARY
OF ALLOWANCE FOR LOAN LOSSES





Three Months EndedMarch 31,2010
                  
                  
                  2009Beginning
      Balance
                  
                  $
                  88,670
                  
                  
                  $
                  64,437Loans
      charged off
                  
                  
                  (40,113
                  )
                  
                  
                  (17,636
                  )Recoveries
                  
                  
                  724
                  
                  
                  
                  330Provision
      for loan losses
                  
                  
                  52,700
                  
                  
                  
                  31,394Ending
      Balance
                  
                  $
                  101,981
                  
                  
                  $
                  78,525Percent
      of total loans
                  
                  
                  5.07
                  %
                  
                  
                  3.24
                  %Annualized
      % of average loans:Net
      charge-offs
                  
                  
                  7.67
                  %
                  
                  
                  2.86
                  %Provision
      for loan losses
                  
                  
                  10.27
                  %
                  
                  
                  5.18
                  %





The
allowance for loan losses was $101,981 at March 31, 2010, representing 5.07% of
total loans, compared with $88,670 at December 31, 2009, or 4.20% of total loans
and $78,525 at March 31, 2009, or 3.24% of total loans.  The allowance
for loan losses to non-performing loans ratio was 45.9%, compared to 41.3% at
December 31, 2009 and 41.5% at March 31, 2009.  At March 31, 2010, we
believe that our allowance appropriately considers incurred losses in our loan
portfolio.





Total
non-performing loans at March 31, 2010, consisting of nonaccrual loans and loans
90 days or more past due, were $222,105, an increase of $7,225 from December 31,
2009.  Non-performing loans were 11.04% of total loans, compared to
10.18% at December 31, 2009, and 7.80% at March 31,
2009.  Non-performing assets were 12.62% of total loans and other real
estate owned at March 31, 2010, compared to 11.52% at December 31, 2009 and
8.55% at March 31, 2009.





We
modified our problem asset disposition strategy in the quarter and are now also
focused on a more rapid disposition of our non-performing assets as
opportunities arise.  We will take advantage of opportunities to sell,
exchange for other assets or accept discounted payoffs where appropriate,
particularly in situations in which we expect it would take several quarters for
values to recover.  We believe this more rapid disposition policy for
troubled assets will accelerate our return to profitability and credit quality
norms by providing increased liquidity for redeployment, reduce real estate
taxes, legal fees, and other asset carrying costs, allow for more effective
utilization of our workout team, and reduce our overall staffing
costs.





Listed
below is a comparison of non-performing assets.


22




March 31,
                  
                  
                  December 31,2010
                  
                  
                  2009Nonaccrual
      loans
                  
                  $
                  220,744
                  
                  
                  $
                  210,75390
      days or more past due loans
                  
                  
                  1,361
                  
                  
                  
                  4,127Total
      non-performing loans (1)
                  
                  
                  222,105
                  
                  
                  
                  214,880Trust
      preferred held for trading
                  
                  
                  215
                  
                  
                  
                  36Other
      real estate owned
                  
                  
                  36,173
                  
                  
                  
                  31,982Total
      non-performing assets
                  
                  $
                  258,493
                  
                  
                  $
                  246,898Ratios:Non-performing
      Loans to Loans
                  
                  
                  11.04
                  %
                  
                  
                  10.18
                  %Non-performing
      Assets to Loans and Other Real Estate Owned
                  
                  
                  12.62
                  %
                  
                  
                  11.52
                  %Allowance
      for Loan Losses to Non-performing Loans
                  
                  
                  45.92
                  %
                  
                  
                  41.26
                  %





(1)  Includes
non-performing loans classified as loans held for sale





Changes
in other real estate owned were as follows for the three months ended March 31,
2010:





SUMMARY
OF OTHER REAL ESTATE OWNED





Three Months EndedMarch 31, 2010Beginning
      Balance, December 31, 2009
                      
                      $
                      31,982Additions
                      
                      
                      6,012Charge-offs
                      
                      
                      (410
                      )Sales
                      
                      
                      (1,002
                      )Write-downs
                      
                      
                      (396
                      )Other
      changes
                      
                      
                      (13
                      )Ending
      Balance, March 31, 2010
                      
                      $
                      36,173





NOTE
5. FUTURE PLANS AND BRANCH DIVESTITURES




Due to
the factors described in our annual report on Form 10-K, and considering the
ongoing credit losses, our Board of Directors and new management team have
initiated specific plans to reduce credit risk and improve our capital
ratios.  The key components of those plans are as
follows:




·
            First,
      we are continuing our exit from the commercial real estate lending line of
      business.  We are managing our current commercial real estate
      exposure downward through the sale of performing and nonperforming loans,
      discontinuing the generation of any new commitments, and providing
      incentives to our customers
      and relationship managers to prepay their outstanding loans as pricing
      opportunities arise.  Our remaining CRE relationship managers
      have been reassigned to our loan workout group to emphasize our strategy
      and desired outcome.




·
            Second,
      we are narrowing our geographic operating footprint through the sale of
      multiple branch clusters.  The sale completed in December 2009
      was the first transaction executed under this strategy and the definitive
      agreements for the sale of an additional 20 branches have already been
      announced during 2010.  These divestitures have nearly achieved
      our objective, although we continue to work with multiple interested
      buyers for our four branches in the Chicago market.  Excluding
      that market and after completing the announced divestitures, our pro-forma
      operating footprint will include approximately forty-five branches within
      a hundred mile radius of Evansville with a focus on community
      banking.




·
            Third,
      we are evaluating multiple alternatives to sell or exchange our performing
      and nonperforming commercial real estate loans for cash or other types of
      assets, sell participation interests in loans back to the lead bank of
      those transactions, and pursue
payoffs.




·
            Fourth,
      as we execute branch and asset divestitures, we will aggressively reduce
      our cost structure to match our core earning capacity, aggressively market
      our services to community relationship customers, and return to
      profitability.




·
            Finally,
      we recognize that raising new capital would help us restore our capital
      position back to the levels we previously enjoyed.  We are
      continuing to evaluate alternatives as to when and how to raise that
      capital.




23




The
following paragraphs outline the branch divestitures and the loan sales for
which a definitive agreement has been signed.




On
February 1, 2010, we announced signing a definitive agreement with United
Community Bank (United) to sell three branches located in Osgood, Versailles,
and Milan, Indiana, as well as a pool of commercial and residential mortgage
loans.  United will assume approximately $54,400 of deposit
liabilities related to the three branches, as well as $38,600 of branch loans
and $12,300 of additional commercial and residential mortgage
loans.  United will pay a 4.50% deposit premium for the deposit
liabilities it assumes, with the exception of municipal deposits that are issued
after the date of the agreement which will be acquired at par, while the loans
will be acquired at their outstanding principal balance.  The three
banking office premises will be sold at their fair market value and all other
fixed assets will be sold at their book values.  We expect that the
transaction will have a minimal impact on our liquidity position.  The
transaction is subject to customary conditions, including regulatory approval,
and is expected to close in the second quarter of 2010.




On
February 17, 2010, we announced a definitive agreement with The Cecilian Bank
(Cecilian) to sell branches in Leitchfield and Hardinsburg, Kentucky, along with
a group of commercial real estate loans.  Cecilian will assume
approximately $45,000 of deposit liabilities related to the two branches, as
well as $15,000 of branch loans and $27,000 of additional commercial real estate
loans selected by Cecilian that were originated in other Integra
offices.  Cecilian will pay a deposit premium for the deposit
liabilities it assumes that is estimated to approximate 4.60%, depending on the
mix of retail and public deposits assumed, while the commercial real estate
balancing loans will be acquired at a discount of approximately 0.86% from their
outstanding principal balance.  The two banking office premises will
be sold at their book values plus the cost of in-process improvements being made
to the Leitchfield facility, capped at $220.  All other fixed assets
will be sold at their book values.  This transaction is also expected
to be liquidity neutral and to close in the second quarter of
2010.  It is also subject to customary conditions, including
regulatory approval.




On March
3, 2010, we announced a definitive agreement with First Security Bank of
Owensboro, Inc. (First Security) to sell five branches located in Bowling Green
and Franklin, Kentucky and single offices located in Paoli, Mitchell and
Bedford, Indiana.  In addition, First Security has agreed to acquire a
pool of indirect consumer, commercial and commercial real estate
loans.  First Security will assume approximately $188,200 of deposit
liabilities related to the eight branches and acquire $74,800 of branch related
loans, as well as $38,400 of additional commercial real estate, $2,000 of other
commercial and $56,900 of indirect consumer loans  originated in other
offices.  The Kentucky branches include approximately $122,400 of
deposits, while the Indiana branches include approximately $65,800 of
deposits.  First Security will pay a deposit premium for the deposit
liabilities it assumes and will also acquire the indirect consumer and
commercial real estate loans at a discount from their outstanding principal
balances.  The final deposit premiums and loan discounts will be
determined at the closing date and are dependent upon the loan and deposit mix
and balances.  After allocation of the loans originated from other
offices to the purchased branches, the net premiums are estimated to approximate
5.00% for the Kentucky branches and 3.50% for the Indiana
branches.  The eight banking offices will be sold at their book
values, as will the fixed assets.  Both parties expect that the
transaction will have minimal impact on the liquidity of either
company.  The transaction is subject to First Security raising
additional capital necessary to support the transaction and customary closing
conditions, including regulatory approval.  This transaction is
expected to close early in the third quarter of 2010.




The
proposed transactions with First Security represent a material acquisition for
them, in terms of the amounts of loans and deposits being
acquired.  The ability of First Security to execute these transactions
is dependent on their ability to raise sufficient capital necessary to obtain
approval by their primary regulators.  While First Security expects to
be able to raise the additional capital, we did not include the loans, property
and equipment and deposits as being held for sale because of those
contingencies.




On April
28, 2010, we announced a definitive agreement with FNB Bank, Inc. (FNB) to sell
three branches located in Cadiz and Mayfield, Kentucky, along with a pool of
commercial, agricultural, consumer and commercial real estate
loans.  FNB will assume approximately $125,000 of deposit
liabilities  related to the three branches and acquire $30,100 of
branch related loans, as well as $61,200 of additional commercial, agricultural,
consumer and commercial real estate loans selected by FNB originated from other
Integra offices.  FNB will pay a 5.30% deposit premium for the deposit
liabilities it assumes and will acquire the loans included in the transaction at
par value.  The deposit premium will be paid on total deposits up to a
maximum of $125,000 as of the closing date.  The three banking offices
will be sold at book value, as will the fixed assets.  This
transaction is expected to close in the third quarter of 2010.




On April
29, 2010, we announced a definitive agreement with Citizens Deposit Bank and
Trust (Citizens) to sell branches located in Maysville and Mt. Olivet, Kentucky
and Ripley and Aberdeen, Ohio.  In addition, Citizens has agreed to
acquire a pool of commercial and commercial real estate
loans.  Citizens will assume $73,400 of deposit liabilities related to
the four branches and acquire $18,300 of branch related loans, as well as
$38,100 of additional commercial real estate and $10,600 of other commercial
loans selected by Citizens.  Both parties expect that the transaction
will have minimal impact on the liquidity of either company.  In a
separate loan purchase agreement, Citizens has also agreed to purchase $15,000
of additional commercial loans at 98% of their outstanding principal
balance.  Citizens will pay a deposit premium for the deposit
liabilities it assumes and will also acquire the commercial and commercial real
estate loans included in the branch sale transaction at par
value.  The final deposit premium will be determined at the closing
date and is dependent upon the deposit mix and balances at each of the branches
but is estimated to approximate 3.38%.  The four branches will be sold
at their book values, as will the fixed assets.  This transaction is
expected to close in the third quarter of 2010.




24




The
proposed transactions with FNB and Citizens have conditions, including
regulatory approval and to some extent, the purchaser raising additional
capital, that must be satisfied before closing the transactions. Due to these
contingencies, we did not include the loans, property and equipment and deposits
of these transactions as being held for sale, except for the separate loan
purchase agreement for $15,000 with Citizens.




The
pending branch divestitures are summarized in the table below.  The
amounts shown for deposits, loans and deposit premium represent our best
estimates of such items.  The actual amounts will be determined at
closing of the transactions.




Branch
      Divestitures(Data
      as of Announcement Date)AnnouncementBuyer
                      
                      Date
                      
                      Deposits
                      
                      
                      Loans
                      
                      
                      PremiumUnited
      Community Bank
                      
                      February
      1, 2010
                      
                      $
                      54,400
                      
                      
                      $
                      50,900
                      
                      
                      $
                      2,345The
      Cecilian Bank
                      
                      February 17, 2010
                      
                      
                      45,000
                      
                      
                      
                      42,000
                      
                      
                      
                      1,745First
      Security Bank
                      
                      March
      3, 2010
                      
                      
                      188,200
                      
                      
                      
                      172,100
                      
                      
                      
                      8,344FNB
      Bank
                      
                      April
      28, 2010
                      
                      
                      125,000
                      
                      
                      
                      91,300
                      
                      
                      
                      6,627Citizens
      Deposit Bank and Trust
                      
                      April
      29, 2010
                      
                      
                      73,400
                      
                      
                      
                      82,000
                      
                      
                      
                      2,481




NOTE
6. DEPOSITS




The
following table shows deposits, including those held for probable branch sales,
by category.




March 31, 2010
                    
                    
                    December 31, 2009Deposits:Non-interest-bearing
                    
                    $
                    260,415
                    
                    
                    $
                    270,849Interest
      checking
                    
                    
                    409,982
                    
                    
                    
                    416,635Money
      market accounts
                    
                    
                    263,308
                    
                    
                    
                    249,490Savings
                    
                    
                    353,413
                    
                    
                    
                    342,453Time
      deposits of $100 or more
                    
                    
                    665,641
                    
                    
                    
                    623,670Other
      interest-bearing
                    
                    
                    464,814
                    
                    
                    
                    462,009$
                    2,417,573
                    
                    
                    $
                    2,365,106




As of
March 31, 2010, the scheduled maturities of time deposits are as
follows:




Time Deposit Maturities2010
                  
                  $
                  593,2042011
                  
                  
                  331,9832012
                  
                  
                  111,2752013
                  
                  
                  38,1072014
      and thereafter
                  
                  
                  55,886Total
                  
                  $
                  1,130,455




We had
$359,593 in brokered deposits at March 31, 2010, and $353,050 at December 31,
2009.





NOTE
7. INCOME TAXES





The
income tax expense for the first quarter of 2010 was $8, which equates to an
effective tax rate of 0%.  The zero effective tax rate is a result of
the increase in our income tax valuation allowance on our net deferred tax asset
of $18,979, which brings our total valuation allowance at March 31, 2010 to
$121,634 and represents a continuation of the full valuation allowance
established at December 31, 2009.


25




NOTE
8. SHORT-TERM BORROWINGS
 
 Short-term
borrowings consist of securities sold under agreements to repurchase and totaled
$62,134 at March 31, 2010 and $62,114 at December 31, 2010.
 
 We must
pledge collateral in the form of mortgage-backed securities or mortgage loans to
secure Federal Home Loan Bank (FHLB) advances.  At March 31, 2010, we
had sufficient collateral pledged to satisfy the collateral
requirements.
 
 NOTE
9. LONG-TERM BORROWINGS
 
 Long-term
borrowings consist of the following:
 March 31,
                                                      
                                                      
                                                      December 31,2010
                                                      
                                                      
                                                      2009Federal
      Home Loan Bank (FHLB) AdvancesFixed
      maturity advances (weighted average rate of 2.77%
      and  2.53%
                                                      
                                                      $
                                                      114,003
                                                      
                                                      
                                                      $
                                                      126,004as
      of March 31, 2010 and December 31, 2009, respectively)Securities
      sold under repurchase agreements with maturities
                                                      
                                                      
                                                      80,000
                                                      
                                                      
                                                      
                                                      80,000at
      various dates through 2013 (weighted average rate of 3.28%and
      3.29% as of March 31, 2010 and December 31, 2009,
      respectively)Note
      payable, secured by equipment, with a fixed interest rate of
      7.26%,
                                                      
                                                      
                                                      2,349
                                                      
                                                      
                                                      
                                                      2,645due
      at various dates through 2012Subordinated
      debt, unsecured, with a floating interest rate equal to
    three-
                                                      
                                                      
                                                      10,000
                                                      
                                                      
                                                      
                                                      10,000month
      LIBOR plus 3.20%, with a maturity date of April 24, 2013Subordinated
      debt, unsecured, with a floating interest rate equal to
    three-
                                                      
                                                      
                                                      4,000
                                                      
                                                      
                                                      
                                                      4,000month
      LIBOR plus 2.85%, with a maturity date of April 7, 2014Floating
      Rate Capital Securities, with an interest rate equal to
      six-month
                                                      
                                                      
                                                      18,557
                                                      
                                                      
                                                      
                                                      18,557LIBOR
      plus 3.75%, with a maturity date of July 25, 2031, and
      callableeffective
      July 25, 2011, at par  *Floating
      Rate Capital Securities, with an interest rate equal to
      three-month
                                                      
                                                      
                                                      35,568
                                                      
                                                      
                                                      
                                                      35,568LIBOR
      plus 3.10%, with a maturity date of June 26, 2033, and
      callablequarterly,
      at par  *Floating
      Rate Capital Securities, with an interest rate equal to
      three-month
                                                      
                                                      
                                                      20,619
                                                      
                                                      
                                                      
                                                      20,619LIBOR
      plus 1.57%, with a maturity date of June 30,  2037, and
      callableeffective
      June 30, 2012, at par  *Floating
      Rate Capital Securities, with an interest rate equal to
      three-month
                                                      
                                                      
                                                      10,310
                                                      
                                                      
                                                      
                                                      10,310LIBOR
      plus 1.70%, with a maturity date of December 15, 2036, and
      callableeffective
      December 15, 2011, at par  *Senior
      unsecured debt guaranteed by FDIC under the TLGP, with a
    fixed
                                                      
                                                      
                                                      50,000
                                                      
                                                      
                                                      
                                                      50,000rate
      of 2.625%, with a maturity date of March 30, 2012Other
                                                      
                                                      
                                                      3,368
                                                      
                                                      
                                                      
                                                      3,368Total long-term borrowings
                                                      
                                                      $
                                                      348,774
                                                      
                                                      
                                                      $
                                                      361,071
 
 * Payment
of interest has been deferred since September 2009.
 
 Securities
sold under agreements to repurchase include $55,000 in fixed rate and $25,000 in
variable rate national market repurchase agreements.  The $25,000 in
variable rate agreements converted to a 4.565% fixed rate instrument on April
30, 2010. These repurchase agreements have an average rate of 3.28%, with
$30,000 maturing in 2012, and $50,000 maturing in 2013.  We borrowed
these funds under a master repurchase agreement. The counterparty to our
repurchase agreements is exposed to credit risk.  We are required to
pledge collateral for the repurchase agreement and to cover the replacement
value of the deal.  The amount of collateral pledged March 31, 2010,
included $48,011 in cash and $42,001 in securities.  As originally
issued, our repurchase agreement counterparty had an option to put the
collateral back to us at the repurchase price on a specified
date.
  26
 
 Also
included in long-term borrowings are $114,003 in FHLB advances to fund
investments in mortgage-backed securities, loan programs and to satisfy certain
other funding needs.  Included in the long-term FHLB borrowings are
$40,000 of putable advances. Each advance is payable at its maturity date, with
a prepayment penalty for fixed rate advances.  Total FHLB advances
were collateralized by $257,744 of mortgage loans and securities under
collateral agreements at March 31, 2010.  Based on this collateral and
our holdings of FHLB stock, we were eligible to borrow additional amounts of
$154,744 at March 31, 2010.
 
 The
floating rate capital securities callable at par on July 25, 2011, are also
callable at earlier dates, but only upon payment of a premium based on a
percentage of the outstanding principal balance.  The call is
effective at a premium of 1.5375% at July 25, 2010. Unamortized organizational
costs for these securities were $411 at March 31, 2010.
 
 The
floating rate capital securities with a maturity date of June 26, 2033, are
callable at par quarterly.  Unamortized organizational costs for these
securities were $810 at March 31, 2010.
 
 The
floating rate capital securities callable at par on December 15, 2011, and
quarterly thereafter, may be called prior to that date but only upon payment of
a premium based on a percentage of the outstanding principal
balance.  The call is effective at a premium of 0.785% at December 15,
2010.
 
 The
floating rate capital securities callable at par on June 30, 2012, and quarterly
thereafter may be called prior to that date with a payment of a premium, which
is based on a percentage of the outstanding principal balance.  The
calls are effective annually at premiums of 1.40% at June 30, 2010, and 0.70% at
June 30, 2011.
 
 The
principal assets of each trust subsidiary are our subordinated debentures. The
subordinated debentures bear interest at the same rate as the related trust
preferred securities and mature on the same dates.  Our obligations
with respect to the trust preferred securities constitute a full and
unconditional guarantee by us of the trusts’ obligations with respect to the
securities.
 
 Unsecured
subordinated debt includes $4,000 of debt that has a floating rate of
three-month LIBOR plus 2.85% and will mature on April 7, 2014.  We
paid issuance costs of $141 and are amortizing those costs over the life of the
debt.  A second issue includes $10,000 of floating rate-subordinated
debt issued in April 2003 that has a floating rate of three-month LIBOR plus
3.20%, which will mature on April 24, 2013. We paid issuance costs of $331 and
are amortizing those costs over the life of the debt.
 
 Subject
to certain exceptions and limitations, we may from time to time defer
subordinated debenture interest payments, which would result in a deferral of
distribution payments on the related trust preferred securities and, with
certain exceptions, prevent us from declaring or paying cash distributions on
our common stock or debt securities that rank junior to the subordinated
debenture.  In September 2009, we began deferring interest payments on
all of our trust preferred debt.
 
 NOTE
10. COMMITMENTS AND CONTINGENCIES
 
 We are
involved in legal proceedings in the ordinary course of our
business.  We do not expect that any of those legal proceedings would
have a material adverse effect on our consolidated financial position, results
of operations or cash flows.
 
 In the
normal course of business, there are additional outstanding commitments and
contingent liabilities that are not reflected in the accompanying consolidated
financial statements.  We use the same credit policies in making
commitments and conditional obligations as we do for other
instruments.
 
 The
commitments and contingent liabilities not reflected in the consolidated
financial statements were:
 
 March 31,
                        
                        
                        December 31,2010
                        
                        
                        2009Commitments
      to extend credit
                        
                        $
                        402,684
                        
                        
                        $
                        421,908Standby
      letters of credit
                        
                        
                        17,013
                        
                        
                        
                        18,419Non-reimbursable
      standby letters of credit and commitments
                        
                        
                        2,034
                        
                        
                        
                        2,014
 
 NOTE
11. INTEREST RATE CONTRACTS
 
 We are
exposed to interest rate risk relating to our ongoing business operations and
utilize derivatives, such as interest rate swaps and floors to help manage that
risk.
  27
 
 During
the fourth quarter of 2004, we entered into an interest rate swap agreement with
a $7,500 notional amount to convert a fixed rate security to a variable
rate.  This rate swap is designated as a fair value
hedge.  The interest rate swap requires us to pay a fixed rate of
interest of 4.90% and receive a variable rate based on three-month
LIBOR.  The variable rate received was 0.95563% at March 31, 2010. The
swap expires on or prior to January 5, 2016, and had a notional amount of $4,555
at March 31, 2010.
 
 During
the second quarter of 2006, we initiated an interest rate protection program in
which we earn fee income by providing our commercial loan customers the ability
to swap from variable to fixed, or fixed to variable interest
rates.  Under these agreements, we enter into a variable or fixed rate
loan agreement with our customer in addition to a swap agreement.  The
swap agreement effectively swaps the customer’s variable rate to a fixed rate or
vice versa.  We then enter into a corresponding swap agreement with a
third party in order to swap our exposure on the variable to fixed rate swap
with our customer.  Since the swaps are structured to offset each
other, changes in fair values, while recorded, have no net earnings
impact.
 
 Mortgage
banking derivatives used in the ordinary course of business consist of forward
sales contracts and rate lock loan commitments.  The fair value of
these derivative instruments is obtained using the Bloomberg
system.
 
 The table
below provides data about the carrying values of our derivative instruments,
which are included in “Other assets” and “Other liabilities” in our consolidated
balance sheets.
 
 March 31, 2010
                                          
                                          
                                          December 31, 2009Assets
                                          
                                          
                                          (Liabilities)
                                          
                                          
                                          Derivative
                                          
                                          
                                          Assets
                                          
                                          
                                          (Liabilities)
                                          
                                          
                                          DerivativeCarrying
                                          
                                          
                                          Carrying
                                          
                                          
                                          Net Carrying
                                          
                                          
                                          Carrying
                                          
                                          
                                          Carrying
                                          
                                          
                                          Net CarryingValue
                                          
                                          
                                          Value
                                          
                                          
                                          Value
                                          
                                          
                                          Value
                                          
                                          
                                          Value
                                          
                                          
                                          ValueDerivatives
      designated ashedging
      instruments:Interest
      rate contracts
                                          
                                          $
                                          6,544
                                          
                                          
                                          $
                                          (6,854
                                          )
                                          
                                          $
                                          (310
                                          )
                                          
                                          $
                                          5,963
                                          
                                          
                                          $
                                          (6,307
                                          )
                                          
                                          $
                                          (344
                                          )Derivatives
      not designatedas
      hedging instruments:Mortgage
      banking derivatives
                                          
                                          
                                          119
                                          
                                          
                                          
                                          (38
                                          )
                                          
                                          
                                          81
                                          
                                          
                                          
                                          91
                                          
                                          
                                          
                                          (109
                                          )
                                          
                                          
                                          (18
                                          )
 
 We
recognized an after tax loss of $175 related to our interest rate contracts in
other comprehensive income during the first quarter of 2009, compared to none
during the first quarter of 2010.
 
 The
amount of gains and losses recognized in income and expense on our mortgage rate
locks, which are derivative instruments not designated as hedging instruments,
was $69 for the first quarter of 2010.  During the first quarter of
2009, we recognized a gain of $208 from the change in value of our mortgage loan
commitments.
 
 We are
exposed to losses if a counterparty fails to make its payments under a contract
in which we are in a receiving status.  Although collateral or other
security is not obtained, we minimize our credit risk by monitoring the credit
standing of the counterparties.  We anticipate that the counterparties
will be able to fully satisfy their obligations under these
agreements.
 
 The
counterparties to our derivatives are exposed to credit risk whenever the
derivatives discussed above are in a liability position.  As a result,
we have collateralized the liabilities with securities and cash.  We
are required to post collateral to cover the market value of the various
swaps.  The amount of collateral pledged to cover the market position
at March 31, 2010 was $11,800.
 
 NOTE
12. SEGMENT INFORMATION
 
 Segments
represent the part of our company we evaluate with separate financial
information.  Our financial information is primarily reported and
evaluated in one line of business: Banking.  Banking services include
various types of deposit accounts; safe deposit boxes; automated teller
machines; consumer, mortgage and commercial loans; mortgage loan sales and
servicing; letters of credit; corporate treasury management services; brokerage
and insurance products and services; and complete personal and corporate trust
services.  Other includes the operating results of the parent company
and its reinsurance subsidiary, as well as eliminations.  The
reinsurance company does not meet the reporting criteria for a separate
segment.
 
 The
accounting policies of the Banking segment are the same as those described in
the summary of significant accounting policies. The following tables present
selected segment information for the banking and other operating
units.
  28
 
 For three months ended March 31, 2010
                    
                    Banking
                    
                    
                    Other
                    
                    
                    TotalInterest
      income
                    
                    $
                    25,605
                    
                    
                    $
                    23
                    
                    
                    $
                    25,628Interest
      expense
                    
                    
                    9,984
                    
                    
                    
                    784
                    
                    
                    
                    10,768Net
      interest income
                    
                    
                    15,621
                    
                    
                    
                    (761
                    )
                    
                    
                    14,860Provision
      for loan losses
                    
                    
                    52,700
                    
                    
                    
                    -
                    
                    
                    
                    52,700Other
      income
                    
                    
                    7,501
                    
                    
                    
                    89
                    
                    
                    
                    7,590Other
      expense
                    
                    
                    22,295
                    
                    
                    
                    198
                    
                    
                    
                    22,493Earnings
      (Loss) before income taxes
                    
                    
                    (51,873
                    )
                    
                    
                    (870
                    )
                    
                    
                    (52,743
                    )Income
      taxes (benefit)
                    
                    
                    -
                    
                    
                    
                    8
                    
                    
                    
                    8Net
      income (loss)
                    
                    
                    (51,873
                    )
                    
                    
                    (878
                    )
                    
                    
                    (52,751
                    )Preferred
      stock dividends and discount accretion
                    
                    
                    -
                    
                    
                    
                    1,128
                    
                    
                    
                    1,128Net
      income (loss) available to common shareholders
                    
                    $
                    (51,873
                    )
                    
                    $
                    (2,006
                    )
                    
                    $
                    (53,879
                    )Segment
      assets
                    
                    $
                    2,909,638
                    
                    
                    $
                    2,892
                    
                    
                    $
                    2,912,530
 
 For
      three months ended March 31, 2009
                      
                      Banking
                      
                      
                      Other
                      
                      
                      TotalInterest
      income
                      
                      $
                      33,109
                      
                      
                      $
                      34
                      
                      
                      $
                      33,143Interest
      expense
                      
                      
                      14,595
                      
                      
                      
                      1,065
                      
                      
                      
                      15,660Net
      interest income
                      
                      
                      18,514
                      
                      
                      
                      (1,031
                      )
                      
                      
                      17,483Provision
      for loan losses
                      
                      
                      31,394
                      
                      
                      
                      -
                      
                      
                      
                      31,394Other
      income
                      
                      
                      10,141
                      
                      
                      
                      (4,649
                      )
                      
                      
                      5,492Other
      expense
                      
                      
                      29,199
                      
                      
                      
                      274
                      
                      
                      
                      29,473Earnings
      (Loss) before income taxes
                      
                      
                      (31,938
                      )
                      
                      
                      (5,954
                      )
                      
                      
                      (37,892
                      )Income
      taxes (benefit)
                      
                      
                      (9,380
                      )
                      
                      
                      (451
                      )
                      
                      
                      (9,831
                      )Net
      income (loss)
                      
                      
                      (22,558
                      )
                      
                      
                      (5,503
                      )
                      
                      
                      (28,061
                      )Preferred
      stock dividends and discount accretion
                      
                      
                      -
                      
                      
                      
                      413
                      
                      
                      
                      413Net
      income (loss) available to common shareholders
                      
                      $
                      (22,558
                      )
                      
                      $
                      (5,916
                      )
                      
                      $
                      (28,474
                      )Segment
      assets
                      
                      $
                      3,546,768
                      
                      
                      $
                      8,765
                      
                      
                      $
                      3,555,533
 
 NOTE
13. REGULATORY CAPITAL
 
 The
banking industry is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum
capital requirements can elicit certain mandatory actions by regulators that, if
undertaken, could have a direct material effect on our financial
statements.  Capital adequacy in the banking industry is evaluated
primarily by the use of ratios that measure capital against assets and certain
off-balance sheet items.  Certain ratios weight these assets based on
risk characteristics according to regulatory accounting practices.
 
 As of
March 31, 2010, the Bank’s regulatory capital ratios met the capital adequacy
requirements to which we were subject; however, we fell below the minimum ratio
to be considered “well-capitalized”.
 
 The
classification of "adequately capitalized" affects us in two ways in the area of
liquidity.  Banks that are adequately capitalized may not use brokered
funds as a funding source and are subject to rate restrictions that limit the
amount that can be paid on all types of retail deposits.  The maximum
rates we can pay on all types of retail deposits are limited to the national
average rate, plus 75 basis points.  We have compared the rates we are
currently paying with the national rate caps and are reducing any rates over the
rate cap to fall within those caps.  We have made changes in product
design and established a new source for retail certificates of deposit that we
believe will significantly mitigate the risk associated with deposits we might
lose due to the rate restriction requirement.
 
 In August
2009, the Bank agreed with the OCC to develop a plan to increase the Bank’s Tier
1 Capital Ratio to at least 8%, and its Risk-Based Capital Ratio to at least
11.5%.  At March 31, 2010, these capital ratios were not
met.  We continue to execute our plan which includes, exiting the
commercial real estate lending business, and narrowing our geographic footprint
through the sale of multiple branch clusters and performing and nonperforming
assets, that will help us meet these levels.  The OCC continues to
reevaluate our progress towards the higher capital ratios.
 
 The
Corporation's Tier 1 Leverage Ratio declined from 4.43% at December 31, 2009 to
2.26% at March 31, 2010, which is lower than the 4.00% minimum to be considered
adequately capitalized.  The plan we are executing to improve the
Bank's capital ratios is expected to also increase the Corporation's regulatory
capital ratios.  The impact of falling below the adequately
capitalized level at the Corporation level does not impact us in the area of
liquidity or result in any additional restrictions or limitations beyond what
already exist.
  29
 
 The
regulatory capital ratios for us and the Bank are shown below.
 
 Regulatory Guidelines
                      
                      
                      ActualMinimum
                      
                      
                      Well-
                      
                      
                      March 31,
                      
                      
                      December 31,Requirements
                      
                      
                      Capitalized
                      
                      
                      2010
                      
                      
                      2009Integra
      Bank Corporation:Total
      Capital (to Risk-Weighted Assets)
                      
                      
                      8.00
                      %
                      
                      
                      N/A
                      
                      
                      
                      7.80
                      %
                      
                      
                      9.94
                      %Tier
      1 Capital (to Risk-Weighted Assets)
                      
                      
                      4.00
                      %
                      
                      
                      N/A
                      
                      
                      
                      3.10
                      %
                      
                      
                      6.17
                      %Tier
      1 Capital (to Average Assets)
                      
                      
                      4.00
                      %
                      
                      
                      N/A
                      
                      
                      
                      2.26
                      %
                      
                      
                      4.43
                      %Integra
      Bank N.A.:Total
      Capital (to Risk-Weighted Assets)
                      
                      
                      8.00
                      %
                      
                      
                      10.00
                      %
                      
                      
                      8.00
                      %
                      
                      
                      10.05
                      %Tier
      1 Capital (to Risk-Weighted Assets)
                      
                      
                      4.00
                      %
                      
                      
                      6.00
                      %
                      
                      
                      6.71
                      %
                      
                      
                      8.76
                      %Tier
      1 Capital (to Average Assets)
                      
                      
                      4.00
                      %
                      
                      
                      5.00
                      %
                      
                      
                      4.91
                      %
                      
                      
                      6.30
                      %
  30
  Item
2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
  INTRODUCTION
 
 The
discussion and analysis which follows is presented to assist in the
understanding and evaluation of our financial condition and results of
operations as presented in the following consolidated financial statements and
related notes. The text of this review is supplemented with various financial
data and statistics.  All amounts presented are in thousands, except
for share and per share data and ratios.
 
 Loans,
premises and deposits held for potential branch sales are shown separately in
the presentation of the consolidated balance sheet only.  The items
that are held for potential branch sales include the loans, premises and
deposits related to the announced sales to United Community Bank, The Cecilian
Bank, and the separate loan sale to Citizens Deposit Bank and
Trust.  On the transactions with First Security Bank of Owensboro,
Inc., FNB Bank, and Citizens Deposit Bank and Trust, there are conditions,
including regulatory approval and in some cases, the purchaser raising
additional capital, that must be satisfied before closing the
transactions.  Due to these contingencies, the totals related to the
last three transactions have not been included in the held for potential branch
sales totals.
 
 Certain
statements made in this report may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of
1995.  When used in this report, the words “may,” “will,” “should,”
“would,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “intend,” and
similar expressions identify forward-looking statements.  Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements to
be materially different from the results, performance or achievements expressed
or implied by such forward-looking statements.  Such factors include
the risks and uncertainties described in Item 1A “Risk Factors” and other risks
and uncertainties disclosed in future periodic reports.  We undertake
no obligation to release revisions to these forward-looking statements or to
reflect events or conditions occurring after the date of this report, except as
required to do so in future periodic reports.
 
 OVERVIEW
 
 The
unfavorable economic conditions that have persisted since 2007 continued to
significantly impact the banking industry and our performance during the first
quarter of 2010.  In addition, the execution of our loan disposition
strategy we developed and began implementing during the first quarter, a
comprehensive review of our Covington commercial real estate loan portfolio by
our independent loan review staff, and an assessment that weak economic
conditions will likely be more prolonged in the current cycle contributed to the
significant increase in our charge-offs and loan loss provision for the first
quarter.
  During
the first quarter of 2010, non-performing assets were $258,493, an increase of
$11,595 from the fourth quarter of 2009.  Our provision for loan
losses increased from $30,525 for the fourth quarter of 2009 to $52,700, while
our net charge-offs increased $18,170 or 85.6%.  Our allowance for
loan losses to total loans increased 87 basis points to 5.07%, while our
allowance, as a percentage of non-performing loans increased from 41.3% to
45.9%.
  During
the first quarter, we modified our problem asset disposition strategy and are
now focused on a more rapid disposition of our non-performing assets as
opportunities arise.  We will take advantage of opportunities to sell,
exchange for other assets or accept discounted payoffs where appropriate,
particularly in situations in which we expect it would take several quarters for
values to recover.  We believe this more rapid disposition policy for
troubled assets will accelerate our return to profitability and credit quality
norms by providing increased liquidity for redeployment, reduce real estate
taxes, legal fees, and other asset carrying costs, allow for more effective
utilization of our workout team, and reduce our overall staffing
costs.
 
 On
May 20, 2009, the Bank entered into a formal written agreement with the
Office of the Comptroller of the Currency (OCC). Pursuant to the agreement, the
Bank agreed to undertake certain actions within designated timeframes and
operate in compliance with the agreement’s provisions during its term. In
September 2009, we entered into a memorandum of understanding with the Federal
Reserve Bank of St. Louis.  Pursuant to the memorandum, we made
informal commitments to, among other requirements, use our financial and
management resources to assist the Bank in addressing weaknesses identified by
the OCC, not pay dividends on outstanding shares or interest or other sums on
outstanding trust preferred securities and not incur any additional
debt.  In August 2009, the Bank agreed with the OCC to develop a plan
to increase the Bank’s Tier 1 Capital Ratio to at least 8%, and its Risk-Based
Capital Ratio to at least 11.5%.  We continue to work closely with
both the OCC and Federal Reserve as we execute the strategies outlined
below.
  Our new
management team and the board of directors initiated specific plans to reduce
credit risk and improve our capital ratios.  The key components of
those plans are as follows:
  31
 
 ·
              We
      are exiting the commercial real estate lending line of
      business.  We continue to manage our current commercial real
      estate exposure downward through the sale of performing and nonperforming
      loans, discontinue the generation of new, material commitments, and
      provide incentives for customers and relationship managers to prepay their
      outstanding loans and increase our yields as pricing opportunities
      arise.  During the first quarter of 2010, we announced three
      branch sales that include some of our commercial real estate
      loans.  We also received several paydowns and payoffs and
      initiated specific actions to receive additional paydowns and
      payoffs.
 
 ·
              We
      are narrowing our geographic operating footprint through the sale of
      multiple branch clusters.  During the last half of 2009, we sold
      the loans and deposits from five branches, along with other groups of
      commercial and commercial real estate loans.  Thus far in 2010,
      we have announced definitive agreements in which we will sell another
      twenty banking centers, along with groups of commercial
      loans.  These divestitures have nearly achieved our objective of
      narrowing our geographic operating footprint although we continue to work
      with multiple interested buyers for our four branches in the Chicago
      market.  Excluding that market and after completing the
      announced divestitures, our pro-forma operating footprint will include
      approximately forty-five branches within a hundred mile radius of
      Evansville with a focus on community banking. These sales are expected to
      improve our capital ratios and capital base, both at the Bank and parent
      company levels.
 
 ·
              We
      are evaluating multiple alternatives to sell or exchange our performing
      and nonperforming commercial real estate loans for cash or other types of
      assets, sell participation interests in loans back to the lead bank of
      those transactions, and pursue
payoffs.
  ·
              We
      are reducing our cost structure as we execute branch and asset
      divestitures to match our core earning capacity, and are aggressively
      marketing our services to community relationship customers in order to
      return to profitability.  We expect to execute significant
      reductions to our cost structure during the second and third quarters of
      2010, with additional reductions to follow as additional branch sales are
      completed.
 
 ·
              We
      recognize that raising new capital would help us restore our capital
      position back to the levels we previously enjoyed.  We have and
      will continue to evaluate alternatives as to when and how to raise that
      capital.
  The net
loss available for common shareholders for the first quarter of 2010 was
$53,879, or $2.61 per share, compared to $96,052, or $4.64 per share, for the
fourth quarter of 2009. The provision for loan losses was $52,700, while
net-charge-offs totaled $39,389, or 7.67% of total loans on an annualized
basis.
  The net
loss for the first quarter of 2010 and fourth quarter of 2009 includes $1,128
and $1,129, respectively, of dividends on the preferred shares sold to the
Treasury Department in February 2009 under the CPP and discount accretion on the
Treasury Warrant. The net loss for the fourth quarter of 2009 included an
increase in the tax valuation allowance of $75,608, a $5,260 deposit premium and
a $1,548 write-down of two building facilities that were retained in a branch
sale.
 
 The
allowance to total loans increased 87 basis points during the first quarter of
2010 to 5.07% at March 31, 2010, while the allowance to non-performing loans
increased from 41.3% to 45.9%.  Non-performing loans increased to
$222,105, or 11.0% of total loans, compared to $214,880, or 10.2% at December
31, 2009.  Other real estate owned increased $4,191 during the
quarter, bringing total non-performing assets to $258,493 at March 31, 2010, an
increase of $11,595 or 4.7% from December 31, 2009.
  Net
interest income was $14,860 for the first quarter of 2010, compared to $15,729
for the fourth quarter of 2009.  The net interest margin was 2.40% for
the first quarter of 2010 and the fourth quarter of 2009.  Liability
costs declined 6 basis points during the quarter, while earning asset yields
declined 1 basis point.  The decline in net interest income was
largely driven by a decline in average earning assets of $118,777.
  Non-interest
income was $7,590 for the first quarter of 2010, compared to $13,833 for the
fourth quarter of 2009.  The first quarter of 2010 includes an
other-than-temporary impairment charge on securities of $210 and trading income
of $179.  The fourth quarter of 2009 included a deposit premium of
$5,260.  Deposit service charges decreased $1,111 during the first
quarter of 2010 from the fourth quarter of 2009, and debit card interchange
income declined $53.  These decreases were in part due to the December
2009 sale of five of our Kentucky branches.
 
 Non-interest
expense was $22,493 for the first quarter of 2010, compared to $23,158 for the
fourth quarter of 2009.  The fourth quarter of 2009 included a $1,548
write-down of two buildings that were retained in a branch sale, which was
offset by lower salaries and employee benefits during the quarter, due to a
reversal of post retirement insurance for the sale or surrender of most of our
bank-owned life insurance policies and a forfeiture rate adjustment on our
stock-based compensation that reduced expense.  Loan and other real
estate owned expense increased from $1,122 for the fourth quarter of 2009 to
$1,597 for the first quarter of 2010.
  32
 
 Income
tax expense for the fourth quarter of 2009 included an increase in the income
tax valuation allowance of $75,608. During the first quarter of 2010, we
recorded a valuation allowance equal to the tax benefit created from our first
quarter loss.
 
 Total
assets decreased $9,411 during the first quarter of 2010.  Due to the
continued uncertainty in the financial markets, we continue to maintain a higher
level of liquidity.  Cash and due from banks totaled $409,335 at March
31, 2010 compared to $304,921 at December 31, 2009.  Loans decreased
$114,230 during the first quarter of 2010, mainly in commercial real estate and
construction and land development.
 
 Commercial
loan average balances decreased $66,693 in the first quarter of 2010, or 16.6%
on an annualized basis.  This included declines in commercial and
industrial loans of $19,486, and construction and land development loans of
$48,122, partially offset by an increase in commercial real estate loans of
$915.  Low cost deposit average balances decreased $44,067 during the
first quarter of 2010 to $1,032,023.  These decreases are partially a
result of the loan and branch sales that occurred late in the fourth quarter of
2009. Low cost deposits were $1,023,810 at March 31, 2010, compared to
$1,029,937 at December 31, 2009.
 
 As of
March 31, 2010, the Bank’s regulatory capital ratios exceeded the minimum
capital adequacy requirements to which it is subject. In August 2009, the Bank
agreed with the OCC to develop a plan to increase the Bank’s Tier 1 Capital
Ratio to at least 8%, and its Risk-Based Capital Ratio to at least
11.5%.  At March 31, 2010, these capital ratios were not
met.  We continue to execute our plan that will help us meet these
levels.  The OCC continues to reevaluate our progress toward the
higher capital ratios.
 
 CRITICAL
ACCOUNTING POLICIES
 
 There
have been no changes to our critical accounting policies since those disclosed
in the Annual Report on Form 10-K for the year ended December 31,
2009.
 
 NET
INTEREST INCOME
 
 Net
interest income decreased $2,623, or 15.0%, to $14,860 for the three months
ended March 31, 2010, from $17,483 for the three months ended March 31, 2009.
The net interest margin for the three months ended March 31, 2010, was 2.40%
compared to 2.39% for the same three months of 2009.  The yield on
earning assets decreased 34 basis points to 4.13%, while the cost of
interest-bearing liabilities decreased 44 basis points to 1.72%.
 
 The
primary components of the changes in margin and net interest income to the first
quarter of 2010 from the first quarter of 2009 were as follows:
 
 ·
              Average
      loan yields decreased 8 basis points to 4.18% for the quarter ended March
      31, 2010, from 4.26% in the quarter ended March 31, 2009, led by a
      decrease in mortgage loan yields, including loan fees, of 82 basis points
      to 5.30% and a decrease in consumer loans yields of 39 basis points to
      5.90%.  The yield on commercial loans increased by 6 basis
      points.  The increases in yields for commercial loans primarily
      resulted from an initiative to increase the minimum rate charges on new
      and renewing variable rate loans.  At March 31, 2010, $255,356
      of our variable rate commercial loans had interest rate floors of at least
      4.00%, compared to $235,719 at December 31, 2009.  The addition
      of rate floors helped offset decreases in one and three month LIBOR
      throughout 2009.  At March 31, 2010, approximately 35% of our
      variable rate loans are tied to prime, 55% to LIBOR and 10% to other
      floating rate indices.  Approximately 55% of our loans were
      variable rate at March 31, 2010.  The impact of total
      non-accrual loans on the net interest margin has increased since early
      2008, and was 51 basis points for the first quarter of 2010, up from 46
      basis points during the first quarter of 2009.  We are asset
      sensitive, meaning that a change in prevailing interest rates impacts our
      assets more quickly than our liabilities.  If rates were to
      rise, our asset yields should increase faster and more than the cost of
      the liabilities funding those assets, causing our net interest margin to
      increase.
 
 ·
              Average
      securities yields decreased 99 basis points to 4.03% due partially to the
      shift in securities to lower yielding GNMA securities and U.S. Treasuries
      which carry a zero percent risk weight, therefore reducing the amount of
      our risk-weighted assets and improving our risk-based capital
      ratios.
 
 ·
              The
      decline in interest rates since 2008 resulted in lower liabilities
      costs.  The average rate paid on interest bearing liabilities
      was 1.55% for the first quarter of 2010, a 68 basis point decline from the
      first quarter of 2009.  Time deposit rates declined 80 basis
      points and money market rates declined 41 basis points.  The
      average rate paid on sources of funds other than time and transaction
      deposits, which include repurchase agreements, FHLB advances and other
      sources, increased from 1.94% to 2.54% during the quarter ended March 31,
      2010, as compared to the quarter ended March 31, 2009.  The
      increase in the rate is largely attributed to a change in the mix of debt
      as lower cost short-term borrowings decreased $301,982, or
      83%.  The average rate paid on long-term borrowings decreased
      0.15%   Changes in funding sources included borrowings
      under the Federal Reserve’s Term Auction Facility (TAF), which averaged
      $179,521 during the first quarter of 2009 compared to none during the
      first quarter of 2010 and decreases in time deposits of $176,613 and FHLB
      advances of $107,862.  These increases were partially offset by
      an increase in savings average balances of
  $133,156.
  33
 
 AVERAGE
BALANCE SHEET AND ANALYSIS OF NET INTEREST INCOME
 
 2010
                                                                                      
                                                                                      
                                                                                      2009Average
                                                                                      
                                                                                      
                                                                                      Interest
                                                                                      
                                                                                      
                                                                                      Yield/
                                                                                      
                                                                                      
                                                                                      Average
                                                                                      
                                                                                      
                                                                                      Interest
                                                                                      
                                                                                      
                                                                                      Yield/For Three Months Ended March 31,
                                                                                      
                                                                                      Balances
                                                                                      
                                                                                      
                                                                                      & Fees
                                                                                      
                                                                                      
                                                                                      Cost
                                                                                      
                                                                                      
                                                                                      Balances
                                                                                      
                                                                                      
                                                                                      & Fees
                                                                                      
                                                                                      
                                                                                      CostEARNING ASSETS:Short-term
      investments
                                                                                      
                                                                                      $
                                                                                      49,760
                                                                                      
                                                                                      
                                                                                      $
                                                                                      219
                                                                                      
                                                                                      
                                                                                      
                                                                                      1.78
                                                                                      %
                                                                                      
                                                                                      $
                                                                                      496
                                                                                      
                                                                                      
                                                                                      $
                                                                                      93
                                                                                      
                                                                                      
                                                                                      
                                                                                      76.17
                                                                                      %Loans
      held for sale
                                                                                      
                                                                                      
                                                                                      2,186
                                                                                      
                                                                                      
                                                                                      
                                                                                      26
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.83
                                                                                      %
                                                                                      
                                                                                      
                                                                                      8,347
                                                                                      
                                                                                      
                                                                                      
                                                                                      103
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.92
                                                                                      %Securities
                                                                                      
                                                                                      
                                                                                      363,983
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,664
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.03
                                                                                      %
                                                                                      
                                                                                      
                                                                                      559,606
                                                                                      
                                                                                      
                                                                                      
                                                                                      7,017
                                                                                      
                                                                                      
                                                                                      
                                                                                      5.02
                                                                                      %Regulatory
      Stock
                                                                                      
                                                                                      
                                                                                      28,716
                                                                                      
                                                                                      
                                                                                      
                                                                                      221
                                                                                      
                                                                                      
                                                                                      
                                                                                      3.08
                                                                                      %
                                                                                      
                                                                                      
                                                                                      29,154
                                                                                      
                                                                                      
                                                                                      
                                                                                      521
                                                                                      
                                                                                      
                                                                                      
                                                                                      7.14
                                                                                      %Loans
                                                                                      
                                                                                      
                                                                                      2,082,099
                                                                                      
                                                                                      
                                                                                      
                                                                                      21,672
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.18
                                                                                      %
                                                                                      
                                                                                      
                                                                                      2,456,113
                                                                                      
                                                                                      
                                                                                      
                                                                                      26,061
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.26
                                                                                      %Total
      earning assets
                                                                                      
                                                                                      
                                                                                      2,526,744
                                                                                      
                                                                                      
                                                                                      $
                                                                                      25,802
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.13
                                                                                      %
                                                                                      
                                                                                      
                                                                                      3,053,716
                                                                                      
                                                                                      
                                                                                      $
                                                                                      33,795
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.47
                                                                                      %Allowance
      for loan loss
                                                                                      
                                                                                      
                                                                                      (93,081
                                                                                      )
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (66,858
                                                                                      )Other
      non-earning assets
                                                                                      
                                                                                      
                                                                                      507,144
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      513,543TOTAL
      ASSETS
                                                                                      
                                                                                      $
                                                                                      2,940,807
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      $
                                                                                      3,500,401INTEREST-BEARING
      LIABILITIES:DepositsSavings
      and interest-bearing demand
                                                                                      
                                                                                      $
                                                                                      760,788
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,289
                                                                                      
                                                                                      
                                                                                      
                                                                                      0.69
                                                                                      %
                                                                                      
                                                                                      $
                                                                                      618,753
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,365
                                                                                      
                                                                                      
                                                                                      
                                                                                      0.90
                                                                                      %Money
      market accounts
                                                                                      
                                                                                      
                                                                                      259,488
                                                                                      
                                                                                      
                                                                                      
                                                                                      675
                                                                                      
                                                                                      
                                                                                      
                                                                                      1.05
                                                                                      %
                                                                                      
                                                                                      
                                                                                      326,299
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,177
                                                                                      
                                                                                      
                                                                                      
                                                                                      1.46
                                                                                      %Certificates
      of deposit and other time
                                                                                      
                                                                                      
                                                                                      1,098,139
                                                                                      
                                                                                      
                                                                                      
                                                                                      6,138
                                                                                      
                                                                                      
                                                                                      
                                                                                      2.27
                                                                                      %
                                                                                      
                                                                                      
                                                                                      1,274,752
                                                                                      
                                                                                      
                                                                                      
                                                                                      9,645
                                                                                      
                                                                                      
                                                                                      
                                                                                      3.07
                                                                                      %Total
      interest-bearing deposits
                                                                                      
                                                                                      
                                                                                      2,118,415
                                                                                      
                                                                                      
                                                                                      
                                                                                      8,102
                                                                                      
                                                                                      
                                                                                      
                                                                                      1.55
                                                                                      %
                                                                                      
                                                                                      
                                                                                      2,219,804
                                                                                      
                                                                                      
                                                                                      
                                                                                      12,187
                                                                                      
                                                                                      
                                                                                      
                                                                                      2.23
                                                                                      %Short-term
      borrowings
                                                                                      
                                                                                      
                                                                                      60,688
                                                                                      
                                                                                      
                                                                                      
                                                                                      45
                                                                                      
                                                                                      
                                                                                      
                                                                                      0.30
                                                                                      %
                                                                                      
                                                                                      
                                                                                      362,670
                                                                                      
                                                                                      
                                                                                      
                                                                                      763
                                                                                      
                                                                                      
                                                                                      
                                                                                      0.84
                                                                                      %Long-term
      borrowings
                                                                                      
                                                                                      
                                                                                      359,740
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,621
                                                                                      
                                                                                      
                                                                                      
                                                                                      2.91
                                                                                      %
                                                                                      
                                                                                      
                                                                                      354,376
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,710
                                                                                      
                                                                                      
                                                                                      
                                                                                      3.06
                                                                                      %Total
      interest-bearing liabilities
                                                                                      
                                                                                      
                                                                                      2,538,843
                                                                                      
                                                                                      
                                                                                      $
                                                                                      10,768
                                                                                      
                                                                                      
                                                                                      
                                                                                      1.72
                                                                                      %
                                                                                      
                                                                                      
                                                                                      2,936,850
                                                                                      
                                                                                      
                                                                                      $
                                                                                      15,660
                                                                                      
                                                                                      
                                                                                      
                                                                                      2.16
                                                                                      %Non-interest
      bearing deposits
                                                                                      
                                                                                      
                                                                                      271,235
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      293,573Other
      noninterest-bearing liabilities and shareholders' equity
                                                                                      
                                                                                      
                                                                                      130,729
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      269,978TOTAL
      LIABILITIES ANDSHAREHOLDERS'
      EQUITY
                                                                                      
                                                                                      $
                                                                                      2,940,807
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      $
                                                                                      3,500,401Interest
      income/earning assets
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      $
                                                                                      25,802
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.13
                                                                                      %
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      $
                                                                                      33,795
                                                                                      
                                                                                      
                                                                                      
                                                                                      4.47
                                                                                      %Interest
      expense/earning assets
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      10,768
                                                                                      
                                                                                      
                                                                                      
                                                                                      1.73
                                                                                      %
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      15,660
                                                                                      
                                                                                      
                                                                                      
                                                                                      2.08
                                                                                      %Net
      interest income/earning assets
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      $
                                                                                      15,034
                                                                                      
                                                                                      
                                                                                      
                                                                                      2.40
                                                                                      %
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      $
                                                                                      18,135
                                                                                      
                                                                                      
                                                                                      
                                                                                      2.39
                                                                                      %
 Tax
exempt income presented on a tax equivalent basis based on a 35% federal tax
rate.
 Federal
tax equivalent adjustments on securities are $120 and $543 for 2010 and 2009,
respectively.
 Federal
tax equivalent adjustments on loans are $54 and $109 for 2010 and 2009,
respectively.
 
 NON-INTEREST
INCOME
 
 Non-interest
income increased $2,098 to $7,590 for the quarter ended March 31, 2010, compared
to $5,492 for the first quarter of 2009. Major contributors to the increase in
non-interest income from the first quarter of 2009 to the first quarter of 2010
are as follows:
 
 ·
              The
      first quarter of 2009 included a $4,738 reduction to non-interest income
      for a non-tax deductible mark to market adjustment for the Treasury
      Warrant.  The Treasury Warrant was reflected as a liability
      because it was not fully exercisable at the time of
      issuance.  In April 2009, our shareholders approved an increase
      in the authorized shares of common stock and the issuance of Warrant
      Shares, at which point we began accounting for the Treasury Warrant as
      equity, as prescribed by applicable accounting guidance.  The
      value of the Treasury Warrant increased $1,407 in April 2009 prior to
      being transferred to equity.  This resulted in $1,407 of expense
      in the second quarter.
 
 ·
              The
      first quarter of 2009 included a $2,549 gain on the sale of five banking
      centers located in Eastern
Kentucky.
 
 ·
              Other-than-temporary
      securities impairment during the first quarter of 2010 was $210 compared
      to $1,170 during the first quarter of 2009.  Additional
      information on the other-than-temporary impairment charge is provided in
      Note 3 of the Notes to the unaudited consolidated financial statements
      included in this report.
  34
 
 ·
              Bank-owned
      life insurance declined $672 due to our decision to sell or surrender the
      majority of our policies in 2009 in order to reduce our risk-weighted
      assets and improve our regulatory capital
  ratios.
 
 ·
              Deposit
      service charges decreased $428, or 9.7%, to $3,985 due partially from the
      sale of branches which occurred in the first quarter of
    2009.
 
 NON-INTEREST
EXPENSE
 
 Non-interest
expense decreased $6,980 to $22,493 for the quarter ended March 31, 2010,
compared to $29,473 for the first quarter of 2009. Major contributors to the
decrease in non-interest expense from the first quarter of 2009 to the first
quarter of 2010 are as follows:
 
 ·
              A
      decrease in loan and other real estate owned expense of $3,851 consisted
      of decreases in loan collection costs of $2,986, other real estate owned
      related costs of $495, and other real estate owned writedowns of
      $370.  The primary component of the loan collection and real
      estate owned collection costs are the accrual of real estate taxes for
      properties we own or for properties securing non-performing
      loans.
 
 ·
              Salaries
      and employee benefits decreased $2,877, or 23.8%, during the first quarter
      of 2010.  The decrease included a decline in salaries of $1,678
      resulting from the sale of five banking centers in the first quarter of
      2009, as well as a reduction in workforce as part of our profit
      improvement program; a decline in insurance benefits of $468 resulting
      from the smaller workforce; a decline in stock-based compensation expense
      of $343 resulting from adjustments to our forfeiture rates; and a decline
      in 401(k) plan expense which reflects the suspension of our matching
      contribution in an effort to control personnel
  expense.
 
 ·
              FDIC
      insurance premiums increased $1,094 to $2,043, as rates charged by the
      FDIC increased substantially and also because our one-time credit was
      fully utilized during the first quarter of
2009.
 
 INCOME
TAX EXPENSE (BENEFIT)
 
 Income
tax expense for the first quarter of 2010 was $8, compared to a benefit of
$9,831 for the same period in 2009.  The effective tax rate for the
first quarter of 2010 was 0%, compared to 25.9% for the first quarter
2009.  The decrease in the effective tax rate resulted from the
continuation of a full valuation allowance established on deferred tax assets at
December 31, 2009.
 
 FINANCIAL
POSITION
 
 Total
assets at March 31, 2010, were $2,912,530, compared to $2,921,941 at December
31, 2009.
 
 SECURITIES
AVAILABLE FOR SALE AND TRADING SECURITIES
 
 The
securities portfolio represents our second largest earning asset after
commercial loans and serves as a source of liquidity.  Investment
securities available for sale were $359,448 at March 31, 2010, compared to
$361,719 at December 31, 2009, and are recorded at their fair market
values.  The fair value of securities available for sale on March 31,
2010, was $3,732 lower than the amortized cost, as compared to $7,448 lower at
December 31, 2009.  Other-than-temporary impairment on securities was
$210 during the first quarter of 2010.  Additional information on this
charge is provided in Note 3 of the Notes to the unaudited consolidated
financial statements in this report.
 
 Trading
securities at March 31, 2010, consist of four pooled trust preferred securities
valued at $215.  During the first quarter of 2010, we recorded net
trading gains of $179.
 
 REGULATORY
STOCK
 
 Regulatory
stock includes mandatory equity securities which do not have a readily
determinable fair value and are therefore carried at cost on the balance
sheet.  This includes both Federal Reserve and FHLB
stock.  From time-to-time, we purchase  or sell shares of
these dividend paying securities according to capital requirements set by the
Federal Reserve or FHLB. The balance of regulatory stock was $26,299 at March
31, 2010, compared to $29,124 at December 31, 2009.
 
 LOANS
HELD FOR SALE
 
 Loans
held for sale consist of residential mortgage loans sold to the secondary market
and are valued at the lower of cost or market in the aggregate.  Loans
held for probable branch sales are included in this total on the Consolidated
Balance Sheet.
  35
 
 LOANS
 
 Loans,
including those held for sale in announced branch divestitures, at March 31,
2010, totaled $2,012,206 compared to $2,110,348 at year-end 2009, reflecting a
decrease of $98,142, or 4.7%.  The decrease was driven primarily by
decreases in commercial real estate and construction and development loans of
$44,669, commercial, industrial and agricultural loans of $36,836, residential
mortgage loans of $6,951, consumer loans of $5,487, and home equity lines of
credit, or HELOC loans, of $2,296.  The decreases in average loan
balances discussed below are due partially to the loan and branch sale
transactions which occurred late in the fourth quarter of 2009.
 
 Residential
mortgage loan average balances declined $9,023, or 22.6% on an annualized basis
during the first quarter of 2010.  We expect the balance of
residential mortgage loans will continue to decline, because we sell the
majority of new originations to a private label provider on a servicing released
basis.  We evaluate our counterparty risk with this provider on a
quarterly basis by evaluating their financial results and the potential impact
to our relationship with them of any declines in financial
performance.  If we were unable to sell loans to this provider, we
would seek an alternate provider and record new loans on our balance sheet until
one was found, impacting both our liquidity and our interest rate
risk.  We have never had a strategy of originating sub prime or Alt-A
mortgages, option adjustable rate mortgages or any other exotic mortgage
products.   The impact of private mortgage insurance is not
material to our determination of loss factors within the allowance for loan
losses for the residential mortgage portfolio.  Loans with private
mortgage insurance comprise only a portion of our portfolio and the coverage
amount typically does not exceed 10% of the loan balance.
 
 HELOC
loan average balances decreased $7,843, or 18.5% annualized from the fourth
quarter 2009.  HELOC loans are generally collateralized by a second
mortgage on the customer’s primary residence.  Approximately $9,000 of
HELOC loans were included in the December 2009 branch sale to The Bank of
Kentucky.
 
 The
average balance of indirect consumer loans declined $3,158, or 20.1% annualized
during the first quarter of 2010, as expected, since we exited this line of
business in December 2006.  These loans are to borrowers located
primarily in the Midwest and are generally secured by recreational vehicle or
marine assets.  Indirect loans at March 31, 2010, were $58,574
compared to $62,062 at December 31, 2009.  The average balance of
direct consumer loans decreased $10,459, or 27.9% annualized during the first
quarter of 2010.
 
 Commercial
loan average balances for the first quarter of 2010 decreased $66,693, or 16.6%
annualized from the fourth quarter of 2009.  The decrease in average
commercial loans during the first quarter of 2010 included decreases in
commercial real estate, including commercial construction and land development
loans of $47,207 or 15.9% annualized.  Commercial and industrial loan
average balances decreased $19,486 or 18.6% annualized.
 
 Our
non-owner occupied commercial real estate, or CRE portfolio, is managed by three
areas, with $658,651 managed by our commercial real estate team headquartered in
Greater Cincinnati, Ohio, our CRE line of business, $187,103 managed by our
Chicago region and the remainder managed in our other markets.  Our
largest property-type concentration is in retail projects at $252,539, or 27.2%,
of the total CRE portfolio, which includes direct loans and participations in
larger loans primarily for stand-alone retail buildings for large national or
regional retailers such as Walgreens, Sherwin Williams and Advance Auto and for
regional shopping centers with national and regional tenants.  Our
second largest concentration is multifamily at $169,819, or 18.3%, of the total
CRE portfolio.  Our third largest concentration is for land
acquisition and development at $125,693, or 13.5%, of the total, which
represents both commercial development and residential
development.  Finally, our fourth largest concentration at $107,017,
or 11.5%, is to the single-family residential and construction category, 63.3%
of which is in the Chicago area.  No other category exceeds 9% of the
CRE portfolio.  Of the total non-owner occupied CRE portfolio, 37.8%,
or $350,774 is classified as construction.  At March 31, 2010,
$673,107, or 72.5%, of the CRE portfolio is located in our core market states of
Indiana, Kentucky, Illinois and Ohio.  The three largest
concentrations outside of our core market states are $58,519, or 6.3%, located
in Florida, $31,372 or 3.4%, located in Nevada, and $27,473, or 3.0%, located in
Georgia.  Non-owner occupied CRE non-performing loans in our core
market states of Indiana, Kentucky, Illinois and Ohio totaled $142,139 at March
31, 2010, with another $30,598 located in Florida, and $17,027 located in
Georgia.  Non-performing loans totaling $2,746 at March 31, 2010, were
located in South Carolina, in which we had $3,832 of loans
outstanding.   The majority of projects located outside of
Indiana, Kentucky, Illinois and Ohio are with developers located in or with a
major presence in our four-state area that have developed or are developing
properties in other states. We do not provide non-recourse
financing.
 
 The
reduction in the size of our loan portfolio from branch divestitures and the
planned decline in our indirect consumer and residential mortgage loan
portfolios has impacted our level of concentration risk.  The balance
in our non-owner occupied CRE portfolio was $928,372, or 46.1%, of the total
portfolio at March 31, 2010, compared to $978,927, or 46.4%, at December 31,
2009.    We expect to continue to see balance reductions
resulting from our previously stated portfolio reduction initiatives in our
non-owner occupied commercial real estate.
  36
 
 The rapid
increase we experienced in our non-owner occupied CRE portfolio beginning in
2007 and continuing into 2009 was partially accelerated due to the disruption of
the permanent financing market.  This was in addition to other factors
including the construction portfolio in our CRE group and the acquisition of
Prairie Financial Corporation in the spring of 2007 which further increased our
concentration in non-owner occupied CRE. During the third quarter of 2008, we
discontinued pursuing new CRE opportunities, regardless of property type, as
additional stress of this market became apparent.  We are now exiting
the CRE line of business altogether.  We will reduce our current CRE
exposure through the sale of performing and nonperforming loans, not make any
new commitments, and incent our customers and relationship managers to reduce
their outstandings ahead of their prescribed maturities while increasing our
yields as pricing opportunities arise.
 
 CRE loan
balances in Chicago were $216,556 at March 31, 2010 compared to $234,212 at
December 31, 2009.  CRE balances from our team headquartered in the
Greater Cincinnati, Ohio area were $705,496 at March 31, 2010 compared to
$735,055 at December 31, 2009.
 
 Loans
delinquent 30-89 days were $32,352, or 1.61% of our portfolio at March 31, 2010,
an increase of $11,747 from December 31, 2009. Delinquent loans include $18,013
of CRE loans, or 1.56% of that portfolio, $6,973 of C&I loans, or 2.05% of
that portfolio, $3,605 of residential mortgage loans, or 2.39% of that
portfolio, and $3,761 of consumer and home equity loans, or 1.03% of that
portfolio.  Of the delinquent CRE loans, $3,691, or 20.0%, is located
in the Chicago region.
 
 The Bank
has established an other real estate owned (OREO) committee complemented by the
addition of an experienced property manager from our facilities management group
to assist in the rapid movement of real estate both in and out of this
inventory.  In addition, we have established an OREO link on our web
site to further assist in the sales and marketing of these
properties.
 
 We have
limited exposure to shared national credits.  Our total outstanding
amount of shared national credits, which are any loans or loan commitments of at
least $20,000 that are shared by three or more supervised institutions, was
$41,925 at March 31, 2010.  Of this amount, $6,314, or 15.0%, was
classified as non-performing.
 
 LOAN PORTFOLIOMarch 31,
                    
                    
                    December 31,2010
                    
                    
                    2009Commercial,
      industrial and agricultural loans
                    
                    $
                    565,770
                    
                    
                    $
                    602,606Economic
      development loans and other obligations of state and political
      subdivisions
                    
                    
                    16,590
                    
                    
                    
                    14,773Lease
      financing
                    
                    
                    1,859
                    
                    
                    
                    5,579Commercial
      mortgages
                    
                    
                    577,015
                    
                    
                    
                    583,123Construction
      and development
                    
                    
                    343,507
                    
                    
                    
                    382,068Residential
      mortgages
                    
                    
                    225,848
                    
                    
                    
                    232,799Home
      equity lines of credit
                    
                    
                    160,638
                    
                    
                    
                    162,934Consumer
      loans
                    
                    
                    120,979
                    
                    
                    
                    126,466Total
      loans
                    
                    
                    2,012,206
                    
                    
                    
                    2,110,348Less:  unearned
      income
                    
                    
                    -
                    
                    
                    
                    -Loans,
      net of unearned income
                    
                    $
                    2,012,206
                    
                    
                    $
                    2,110,348
 
 ASSET
QUALITY
 
 The
allowance for loan losses is the amount that, in our opinion, is adequate to
absorb probable incurred loan losses as determined by the ongoing evaluation of
the loan portfolio.  Our evaluation is based upon consideration of
various factors including growth of the loan portfolio, an analysis of
individual credits, loss data over an extended period of time, adverse
situations that could affect a borrower’s ability to repay, prior and current
loss experience, the results of recent regulatory examinations, and current
economic conditions.
 
 Under our
Credit Risk Policy, we charge off loans to the allowance as soon as a loan or a
portion thereof is determined to be uncollectible, and we credit recoveries of
previously charged off amounts to the allowance.  At a minimum,
charge-offs for retail loans are recognized in accordance with OCC 2000-20, the
Uniform Retail Credit Classification and Account Management
Policy.  We charge a provision for loan losses against earnings at
levels we believe are necessary to assure that the allowance for loan losses can
absorb probable losses.
  37
 
 The
allowance for loan losses was $101,981 at March 31, 2010, representing 5.07% of
total loans, compared with $88,670 at December 31, 2009, or 4.39% of total
loans.  The allowance for loan losses to non-performing loans ratio
was 45.9%, compared to 41.3% at December 31, 2009.  We do not target
specific allowance to total loans or allowance to non-performing loan
percentages when determining the adequacy of the allowance, but we do consider
and evaluate the factors that go into making that determination.  At
March 31, 2010, we believe that our allowance appropriately considers the
expected loss in our loan portfolio.  The provision for loan losses
was $52,700 for the three months ended March 31, 2010, compared to $31,394 for
the three months ended March 31, 2009.
 
 Provision
of $52,700 exceeded net charge-offs of $39,389 by $13,311 during the first
quarter of 2010.  Annualized net charge-offs to average loans were
7.67% for the quarter, compared to 2.86% for the first quarter of
2009.  Net charge-offs during the first quarter of 2010 included
$30,742 of CRE loans, $7,340 of C&I loans, $443 of HELOC loans, $278 of
indirect consumer loans and $147 for direct consumer loans, while the remaining
$439 came from various other loan categories.  Charge-offs from the
Chicago portfolio totaled $9,438, while net charge-offs from the CRE group’s
loan portfolio totaled $23,626.  The majority of the charge-offs from
Chicago and the CRE group relates to the residential development and
construction area.  The largest charge-off this quarter was for a
partial charge down of $4,277 secured by commercial real estate construction for
land acquisition purposes located in Arizona. The second largest charge-off was
another partial charge down of $3,778 which was a leveraged lease secured by
airplanes by a regional airline lessor which filed bankruptcy in January of this
year. The third largest charge-off was for $3,500 and was associated with a
commercial real estate construction project for mixed use retail and office
project in the state of Georgia. More than 31% of our charge-offs during the
first quarter of 2010 were covered by specific reserves within the allowance for
loan losses at December 31, 2009.
 
 SUMMARY OF ALLOWANCE FOR LOAN LOSSESThree Months EndedMarch 31,2010
                      
                      
                      2009Beginning
      Balance
                      
                      $
                      88,670
                      
                      
                      $
                      64,437Loans
      charged off
                      
                      
                      (40,113
                      )
                      
                      
                      (17,636
                      )Recoveries
                      
                      
                      724
                      
                      
                      
                      330Provision
      for loan losses
                      
                      
                      52,700
                      
                      
                      
                      31,394Ending
      Balance
                      
                      $
                      101,981
                      
                      
                      $
                      78,525Percent
      of total loans
                      
                      
                      5.07
                      %
                      
                      
                      3.24
                      %Annualized
      % of average loans:Net
      charge-offs
                      
                      
                      7.67
                      %
                      
                      
                      2.86
                      %Provision
      for loan losses
                      
                      
                      10.27
                      %
                      
                      
                      5.18
                      %
 
 At March
31, 2010, a relationship with a total balance of $17,027 after charge offs of
$3,500, secured by a real estate project for mixed use retail and office space
located in Georgia was our largest non-performing loan. The second largest
non-performing loan or relationship with a balance of $15,538 is to a Chicago
area builder secured by a commercial construction project for land acquisition
purposes. The third largest non-performing relationship at March 31, 2010, had
an outstanding balance of $13,033 and is secured by a residential development in
the Chicago area.  The fourth largest non-performing loan with a
balance of $9,900 is secured by undeveloped raw land located in
Florida.
 
 The
majority of the remainder of our commercial non-performing loans is secured by
one or more residential properties arising from our Chicago or CRE areas,
typically at an 80% or less loan to value ratio at inception.  The
Chicago residential real estate market has continued to experience less sales
activity than we originally anticipated.  However, while the Chicago
market has experienced a decline in housing prices, according to published data,
the decline has been less than the decline in the Case-Schiller composite index
for the top 20 metropolitan markets.  The Case-Schiller index of
residential housing values shows a decline in the value of Chicago single-family
residential properties of 25.8% from the peak of the index in September 2006 to
the most recent index for January, as published in March 2010.  The
Zillow index for the fourth quarter of 2009 shows a decline of 27.7% from its
peak during the second quarter of 2006.  On a year over year basis,
the Zillow index shows a decline of 11.2% for all homes, with a 15.8% decline
for single family housing and an 8.1% decline for
condominiums.  Information we gained by reviewing new appraisals for
existing loans has been consistent generally with the declines indicated by the
Case-Schiller and Zillow indices.  Should sales levels and values in
Chicago continue to decline in 2010, it is likely that we would experience
further modest losses.
 
 Impaired
loans including troubled debt restructures totaled $248,053 at March 31, 2010,
compared to $203,470 at December 31, 2009.  A total of $153,532 of
impaired loans at March 31, 2010 had a related allowance for loan loss, compared
to $197,079 at December 31, 2009.  The allowance for loan losses for
impaired loans included in the allowance for loan losses was $36,750 at March
31, 2010, compared to $32,036 at December 31, 2009.  The increase in
reserves is consistent with our more aggressive disposition
strategy.
  38
 
 OREO
increased to $36,173 at March 31, 2010, compared to $31,982 at December 31,
2009, due largely to our residential builder portfolio.  The ratio of
non-performing assets to total loans and other real estate owned increased to
12.62% at March 31, 2010, compared to 11.52% at year end 2009 because of the
increase in OREO.  Approximately 53%, or $136,502, of our total
non-performing assets are in our Chicago region.  These assets
represent approximately 53% of the total assets in our Chicago
region.
 
 Total
non-performing loans at March 31, 2010, consisting of non-accrual and loans 90
days or more past due, were $222,105, an increase of $7,225 from December 31,
2009.  Non-performing loans were 11.04% of total loans, compared to
10.18% at December 31, 2009.  Of the non-performing loans, $210,370
are in our commercial real estate portfolio and $4,234 are commercial and
industrial, while the balance consists of homogenous 1-4 family residential and
consumer loans.  Total non-performing CRE loans at March 31, 2010
totaled $210,370, of which $117,995 was for residential real estate related
projects. Of this total, $73,582 was from Chicago and $41,531 from our CRE line
of business.  The Chicago non-owner occupied commercial real estate
portfolio had commitments of $188,594 and outstanding balances of $187,103 at
March 31, 2010.  The Chicago portfolio made up 48% and 53% of our
total non-performing loans and non-performing assets respectively at March 31,
2010.  Non-owner occupied real estate within the CRE line of business
had commitments of $724,672 and outstanding balances of $658,651 at March 31,
2010.  This portfolio made up 45% and 41% of our total non-performing
loans and non-performing assets respectively at March 31, 2010. Chicago and the
CRE line of business make up 12.5% and 36.2% of total outstanding
loans.
 
 Given the
continued economic downturn, we continue to take several steps to improve our
credit management processes, including the following:
 
 ·
              We
      are continuing to obtain new appraisals on properties securing our
      non-performing CRE loans and using those appraisals to determine specific
      reserves within the allowance for loan losses.  As we receive
      new appraisals on properties securing non-performing loans, we recognize
      charge-offs and adjust specific reserves as
  appropriate.
 
 ·
              We
      shifted the credit analysis effort for our Chicago portfolio from Chicago
      to our centralized Business Service Center in
  Evansville.
 
 ·
              We
      are exiting the CRE line of
business.
 
 ·
              We
      have added additional loan workout specialists to our Chicago and CRE
      group and transitioned our relationship managers to assist with an orderly
      exit strategy similar to our steps taken in
  Chicago.
 
 As
mentioned earlier, we modified our problem asset disposition strategy in the
quarter and are now also focused on a more rapid disposition of our
non-performing assets as opportunities arise.  We will take advantage
of opportunities to sell, exchange for other assets or accept discounted payoffs
where appropriate, particularly in situations in which we expect it would take
several quarters for values to recover.  We believe this more rapid
disposition policy for troubled assets will accelerate our return to
profitability and credit quality norms by providing increased liquidity for
redeployment, reduce real estate taxes, legal fees, and other asset carrying
costs, allow for more effective utilization of our workout team, and reduce our
overall staffing costs.
 
 Listed
below is a comparison of non-performing assets.
 
 March 31,
                      
                      
                      December 31,2010
                      
                      
                      2009Nonaccrual
      loans
                      
                      $
                      220,744
                      
                      
                      $
                      210,75390
      days or more past due loans
                      
                      
                      1,361
                      
                      
                      
                      4,127Total
      non-performing loans (1)
                      
                      
                      222,105
                      
                      
                      
                      214,880Trust
      preferred held for trading
                      
                      
                      215
                      
                      
                      
                      36Other
      real estate owned
                      
                      
                      36,173
                      
                      
                      
                      31,982Total
      non-performing assets
                      
                      $
                      258,493
                      
                      
                      $
                      246,898Ratios:Non-performing
      Loans to Loans
                      
                      
                      11.04
                      %
                      
                      
                      10.18
                      %Non-performing
      Assets to Loans and Other Real Estate Owned
                      
                      
                      12.62
                      %
                      
                      
                      11.52
                      %Allowance
      for Loan Losses to Non-performing Loans
                      
                      
                      45.92
                      %
                      
                      
                      41.26
                      %
 
 (1)  Includes
non-performing loans classified as loans held for sale
  39
 
 Changes
in other real estate owned were as follows for the three months ended March 31,
2010:
 
 SUMMARY OF OTHER REAL ESTATE OWNEDThree Months EndedMarch 31, 2010Beginning
      Balance
                    
                    $
                    31,982Additions
                    
                    
                    6,012Charge-offs
                    
                    
                    (410
                    )Sales
                    
                    
                    (1,002
                    )Write-downs
                    
                    
                    (396
                    )Other
      changes
                    
                    
                    (13
                    )Ending
      Balance
                    
                    $
                    36,173
 
 DEPOSITS
 
 Total
deposits were $2,417,573 at March 31, 2010, compared to $2,365,106 at December
31, 2009, an increase of $52,467.  This increase was mainly due to an
increase of $32,348 in public fund time accounts.
 
 Average
balances of deposits for the first quarter of 2010, as compared to the fourth
quarter ended December 31, 2009, included decreases in non-interest bearing
demand deposits of $27,127, or 36.9% annualized, money market accounts of
$19,076, or 27.8% annualized, savings accounts of $15,354, or 17.1% annualized,
retail certificates of deposit of $12,333, or 6.6% annualized, brokered time
deposits of $5,055, or 6.2% annualized, and interest checking of $1,587, or 1.6%
annualized.   These decreases were partially due to the branch
sales that occurred late in the fourth quarter of 2009.  Approximately
$76,388 of deposits were transferred in connection with a branch divestiture
late in the fourth quarter of 2009.
 
 We have
used brokered certificate of deposits to diversify our sources of funding,
extend our maturities and improve pricing at certain terms as compared to local
market pricing pressure.
 
 Because
the Bank’s regulatory capital ratios fell to the classification of adequately
capitalized, it may not use brokered funds as a funding source and is now
subject to rate restrictions that limit the amount that can be paid on all types
of retail deposits.  The maximum rates the Bank can pay on all types
of retail deposits are limited to the national average rate, plus 75 basis
points.  We have compared the Bank’s current rates with the national
rate caps and are reducing any rates over the rate cap to fall within those
caps.  We have made changes in product design and established a new
source for retail certificates of deposit that we believe will mitigate any risk
associated with deposits we might lose due to the rate
restrictions.
 
 SHORT-TERM
BORROWINGS
 
 Short-term
borrowings totaled $62,134 at March 31, 2010, a slight increase from $62,114 at
December 31, 2009. Short-term borrowings consist of securities sold under
agreements to repurchase, which are collateralized transactions acquired in
national markets as well as from our commercial customers as a part of a cash
management service.
 
 At March
31, 2010, we had availability from the FHLB of $154,744, and availability of
$128,478 under the Federal Reserve secondary credit program.
 
 LONG-TERM
BORROWINGS
 
 Long-term
borrowings have original maturities greater than one year and include long-term
advances from the FHLB, securities sold under repurchase agreements, term notes
from other financial institutions, the FDIC guaranteed note issued under the
TLGP, floating rate unsecured subordinated debt and trust preferred
securities.  Long-term borrowings decreased to $348,774 at March 31,
2010,  from $361,071 at December 31, 2009.
 
 We
continuously review our liability composition.  Any modifications
could adversely affect our profitability and capital levels over the near term,
but would be undertaken if we believe that restructuring the balance sheet will
improve our interest rate risk and liquidity risk profile on a longer-term
basis.
 
 CAPITAL
EXPENDITURES
 
 In
October 2009, we signed a contract to construct a new banking center in the
Evansville, Indiana metro area at a cost of $2,350.  We expect that
this banking center will be completed in the second quarter of
2010.
  40
 
 OFF-BALANCE
SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS
 
 We have
obligations and commitments to make future payments under
contracts.  Our long-term borrowings represent FHLB advances with
various terms and rates collateralized primarily by first mortgage loans and
certain specifically assigned securities, securities sold under repurchase
agreements, notes payable secured by equipment, subordinated debt and trust
preferred securities.  We are also committed under various operating
leases for premises and equipment.
 
 In the
normal course of our business there are various outstanding commitments and
contingencies, including letters of credit and standby letters of credit that
are not reflected in the consolidated financial statements.  Our
exposure to credit loss in the event of nonperformance by the other party to the
commitment is limited to the contractual amount.  Many commitments
expire without being used.  Therefore, the amounts stated below do not
necessarily represent future cash commitments.  We use the same credit
policies in making commitments and conditional obligations as we do for other
on-balance sheet instruments.
 
 March 31,
                      
                      
                      December 31,2010
                      
                      
                      2009Commitments
      to extend credit
                      
                      $
                      402,684
                      
                      
                      $
                      421,908Standby
      letters of credit
                      
                      
                      17,013
                      
                      
                      
                      18,419Non-reimbursable
      standby letters of credit and commitments
                      
                      
                      2,034
                      
                      
                      
                      2,014
 
 There
have been no material changes in off-balance sheet arrangements and contractual
obligations since December 31, 2009.
 
 CAPITAL
RESOURCES AND LIQUIDITY
 
 We and
Integra Bank are subject to various regulatory capital requirements administered
by federal and state banking agencies.  Failure to meet minimum
capital requirements can initiate certain mandatory actions and generate the
possibility of additional discretionary actions by regulators that, if
undertaken, could have a materially adverse effect on our financial
condition.  Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, a bank must meet specific capital
guidelines that involve quantitative measures of assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. Capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and other
factors.
 
 Quantitative
measures established by regulation to ensure capital adequacy require us and the
Bank to maintain minimum amounts and ratios (set forth in the following table)
of total and Tier 1 capital (as defined in the regulations) to risk-weighted
assets (as defined), and of Tier 1 capital (as defined) to average assets (as
defined). As of March 31, 2010, the Bank met all minimum capital adequacy
requirements to which it is subject.
 
 In August
2009, the Bank agreed with the OCC to develop a plan to increase the Bank’s Tier
1 Capital Ratio to at least 8%, and its Risk-Based Capital Ratio to at least
11.5%.  At March 31, 2010, these capital ratios were not
met.  We are in the process of executing our plan which includes
exiting the commercial real estate lending business and narrowing our geographic
footprint through the sale of multiple branch clusters and performing and
nonperforming assets.  The OCC continues to reevaluate our progress
toward the higher capital ratios.
 
 The
amount of dividends which our subsidiaries may pay is governed by applicable
laws and regulations.  For the Bank, prior regulatory approval is
required if dividends to be declared in any year would exceed net earnings of
the current year (as defined under the National Banking Act) plus retained net
profits for the preceding two years, subject to the capital requirements
discussed above.  As of March 31, 2010, the Bank did not have retained
earnings available for distribution in the form of dividends to the holding
company without prior regulatory approval.
 
 The
following table presents the actual capital amounts and ratios for us, on a
consolidated basis, and the Bank:
  41
 
 Regulatory Guidelines
                      
                      
                      ActualMinimum
                      
                      
                      Well-
                      
                      
                      March 31,
                      
                      
                      December 31,Requirements
                      
                      
                      Capitalized
                      
                      
                      2010
                      
                      
                      2009Integra
      Bank Corporation:Total
      Capital (to Risk-Weighted Assets)
                      
                      
                      8.00
                      %
                      
                      
                      N/A
                      
                      
                      
                      7.80
                      %
                      
                      
                      9.94
                      %Tier
      1 Capital (to Risk-Weighted Assets)
                      
                      
                      4.00
                      %
                      
                      
                      N/A
                      
                      
                      
                      3.10
                      %
                      
                      
                      6.17
                      %Tier
      1 Capital (to Average Assets)
                      
                      
                      4.00
                      %
                      
                      
                      N/A
                      
                      
                      
                      2.26
                      %
                      
                      
                      4.43
                      %Integra
      Bank N.A.:Total
      Capital (to Risk-Weighted Assets)
                      
                      
                      8.00
                      %
                      
                      
                      10.00
                      %
                      
                      
                      8.00
                      %
                      
                      
                      10.05
                      %Tier
      1 Capital (to Risk-Weighted Assets)
                      
                      
                      4.00
                      %
                      
                      
                      6.00
                      %
                      
                      
                      6.71
                      %
                      
                      
                      8.76
                      %Tier
      1 Capital (to Average Assets)
                      
                      
                      4.00
                      %
                      
                      
                      5.00
                      %
                      
                      
                      4.91
                      %
                      
                      
                      6.30
                      %
 
 Liquidity
management involves monitoring sources and uses of funds in order to meet
day-to-day cash flow requirements.  These daily requirements reflect
the ability to provide funds to meet loan request, fund existing commitments and
to accommodate possible outflows in deposits and other
borrowings.  Liquidity represents the ability of a company to convert
assets into cash or cash equivalents without significant loss and to raise
additional funds by increasing liabilities.  Asset liquidity is
provided by cash and assets that are readily marketable, can be pledged, or will
mature in the near future.
 
 During
the second half of 2008, the financial markets experienced unprecedented
volatility as the interbank markets were severely disrupted and federal funds
rates varied widely intraday.  Banking customers’ concerns regarding
deposit safety caused increased deposit volatility.  The actions taken
by the Treasury Department, the Federal Reserve and the FDIC included increases
in insurance coverage, extension of discount window availability and borrowing
terms, and creation of the CPP, TAF and the TLGP.  All of these
actions served to improve the performance of the markets and reduced deposit
volatility.  The banking agencies continue to modify the existing
programs in an effort to maintain or improve liquidity for the financial
sector.
 
 The
Bank’s primary sources of funds are customer deposits, loan payments, maturities
of and cash flow from investments securities, and borrowings.  We have
significant balances in public fund deposits in Indiana, Kentucky, Illinois and
Ohio.  We are required to pledge collateral to cover the balances held
in Kentucky, Illinois and Ohio as directed by the laws of each
state.  The State of Indiana currently doesn’t require
collateralization of public fund deposits as they are covered by the Public
Deposit Insurance Fund of Indiana (PDIF).  The State of Indiana
changed the law effective July 1, 2010 and may require banks to pledge
collateral for public fund deposits based on their financial
ratings.  The PDIF is in the process of determining what collateral
requirements will be assigned based upon the financial ratings.  The
revisions to the law will most likely result in additional pledging requirements
for the Bank.
 
 For the
Bank, the primary sources of short-term asset liquidity have been cash, federal
funds sold, commercial paper, interest-bearing deposits with other financial
institutions, and securities available for sale. We continuously monitor our
current and prospective business activity in order to design maturities of
specific categories of short-term loans and investments that are in line with
specific types of deposits and borrowings.  The balance between these
sources and the need to fund loan demand and deposit withdrawals is monitored
under our Capital Markets Risk Policy. When these sources are not considered to
be adequate, we have utilized brokered deposits, repurchase agreements, secured
funding through the TLGP program and utilized borrowing programs from the
Federal Reserve including TAF.  We may utilize the Bank’s borrowing
capacity with the FHLB or we can also sell investments and loans.
 
 Due to
continued uncertainty in the financial markets, we have elected to maintain a
higher level of liquidity.  We have taken steps to increase our cash
position during the first quarter 2010.  Cash and due from banks
totaled $409,335 at March 31, 2010 as compared to $304,921 at December 31, 2009
and $353,743 at March 31 2009.  We increased the use of brokered
certificates of deposit to diversify our sources of funding, extend our
maturities and improve pricing at certain terms as compared to local market
pricing pressure. The Bank participated in the TLGP debt program and issued a
$50,000 aggregate principal amount FDIC guaranteed note during the first quarter
2009.  This senior unsecured note is due in 2012 and carries an
interest rate of 2.625%.
 
 At March
31, 2010, the Bank was considered adequately capitalized while we were
considered undercapitalized for Tier 1 Leverage Ratio under regulatory
guidelines, subjecting both entities to restrictions under the FDIC Improvement
Act of 1991.  These restrictions prohibit us from accepting, renewing,
or rolling over brokered deposits except with a waiver from the
FDIC.  This act also subjects the Bank to restrictions on the interest
rates that can be paid on deposits.
 
 In the
event that the Bank’s ability to attract and retain deposits is negatively
impacted by interest rate restrictions, management believes that sufficient cash
and liquid assets exist to maintain operations and meet all obligations as they
come due.  We have compared the rates the Bank is currently paying
with the national rate cap and have noted this restriction will impact very few
deposit products.  We have made changes in product design and
established a new source for retail certificates of deposits that we believe
will mitigate any risk associated with deposits we might lose due to regulatory
restrictions.
  42
 
 At March
31, 2010, federal funds sold and other short-term investments were
$49,777.  Additionally, at March 31, 2010, we had in excess of
$111,965 in unencumbered securities available for repurchase agreements or
liquidation.
 
 During
the third and fourth quarter of 2009 and the first quarter of 2010 the Federal
Reserve cited “improvement in financial markets conditions” allowing the Federal
Reserve and FDIC to begin designing and implementing exit strategies that would
normalize the emergency lending facilities and liquidity initiatives described
above.  The Federal Reserve is encouraging banks to utilize
pre-financial crisis funding sources.  The final TAF auction took
place on March 8, 2010.  Meanwhile the Federal Reserve also raised the
discount window borrowing rate and reduced the maturity on discount-window loans
from 28 days back to overnight.  Therefore at the end of 2009, the
Bank began the process of shifting collateral pledged for borrowing capacity
from the Federal Reserve back to the FHLB in an effort to maximize the borrowing
capacity and allow for longer maturities.  As of March 31, 2010, the
excess borrowing capacity at the FHLB was in excess of $154,744 while the
capacity at the Federal Reserve was in excess of $128,478 under the secondary
credit program.
 
 On April
13, 2010, the FDIC adopted an interim final rule extending its Transaction
Account Guarantee (TAG) program, which provides unlimited insurance coverage on
non-interest bearing transaction accounts, as well as transaction accounts
bearing a lower interest rate through December 31, 2010, with the possibility of
extending the program an additional twelve months without further rulemaking.
Financial institutions may opt out of this program.  We intend to
maintain the higher coverage amounts until the expiration date of December 31,
2010.   The new rule also reduces the allowable interest rate
paid on transaction accounts from 0.5% to 0.25%.  This follows
extension of the $250 per depositor insurance coverage, which had been increased
from $100, through December 2013.
 
 Liquidity
at the holding company level has historically been provided by dividends from
Integra Bank, cash balances, liquid assets, and proceeds from capital market
transactions.  Federal banking law limits the amount of dividends that
national banks can pay to their holding companies without obtaining prior
regulatory approval.  A national bank’s dividend paying capacity is
affected by several factors, including the amount of its net profits (as defined
by statute) for the two previous calendar years and net profits for the current
year up to the date of dividend declaration.  Because of recent
losses, the Bank cannot pay any dividends to us without advance approval from
the Bank’s primary regulator.  Should the Bank make such a request, no
assurance can be given that it would be approved.
 
 Liquidity
is required to support operational expenses, pay taxes, meet outstanding debt
and trust preferred securities obligations, and other general corporate
purposes.  In order to enhance our liquidity, we have suspended
payments of cash dividends on all of our outstanding stock, and deferred the
payment of interest on our outstanding junior subordinated notes.  The
trust documents allow us to defer payments of interest for up to five years
without default or penalty.  During the deferral period, the
respective trusts will likewise suspend the declaration and payment of
distributions on the trust preferred securities.  Also during the
deferral period, we may not, among other things and with limited exceptions, pay
cash dividends on or repurchase our common stock or preferred stock nor make any
payment on outstanding debt obligations that rank equally with or lower than the
junior subordinated notes.
 
 We
believe that the dividend suspension and deferred distributions are preserving
approximately $1,800 per quarter (based on the level of dividend and interest
payments at time of deferral), thereby enhancing our liquidity and our ability
to bolster the Bank’s capital ratios.  At March 31, 2010, the cash
balance held by the parent company was $4,924, which is expected to remain
stable as our cash inflows are similar to our cash outflows.
 
 Item
3.  Quantitative and Qualitative Disclosures about Market
Risk
 
 Interest
rate risk is the exposure of earnings and capital to changes in interest
rates.  Fluctuations in rates affect earnings by changing net interest
income and other interest-sensitive income and expense
levels.  Interest rate changes affect the market value of capital by
altering the underlying value of assets, liabilities, and off balance sheet
instruments.  Our interest rate risk management program is comprised
of several components.  They include (1) Board of Directors’
oversight, (2) senior management oversight, (3) risk limits and control, (4)
risk identification and measurement, (5) risk monitoring and reporting and (6)
independent review. It is the objective of interest rate risk management
processes to manage the impact of interest rate volatility on earnings and
capital.
  Our
interest rate risk is managed through the Corporate Asset and Liability
Committee (Corporate ALCO) with oversight through the ALCO Committee of the
Board of Directors (Board ALCO).  The Board ALCO meets at least twice
a quarter and is responsible for the establishment of policies, risk limits and
authorization levels.  The Corporate ALCO meets at least quarterly and
is responsible for implementing policies and procedures, overseeing the entire
interest rate risk management process and establishing internal
controls.
 
 We
measure and monitor interest rate risk on a proactive basis by utilizing a
simulation model.  The model is externally validated periodically by
an independent third party.
  43
 
 We use
the following key methodologies to measure interest rate risk.
 
 Earnings at Risk (“EAR”). We
consider EAR to be our best measure for managing short-term interest rate risk
(one year time frame). This measure reflects the dollar amount of net interest
income (NII) that will be impacted by changes in interest
rates.  Since March 31, 2009, we have used a simulation model to run
immediate and parallel changes in interest rates from a base scenario using a
static yield curve. Prior to that, implied forward rates were used for the base
scenario. The standard simulation analysis assesses the impact on net interest
income over a 12-month horizon by shocking the base scenario yield curve up and
down 100, 200, and 300 basis points.  Additional yield curve scenarios
are tested from time to time to assess the risk to changes in the slope of the
yield curve and changes in basis relationships.  Additional
simulations are run from time to time to assess the risk to earnings and
liquidity from balance sheet growth occurring faster or slower than anticipated
as well as the impact of faster or slower prepayments in the loan and securities
portfolios.  This simulation model projects the net interest income
under each scenario and calculates the percentage change from the base interest
rate scenario.  The Board ALCO has approved policy limits for changes
in one year EAR from the base interest rate scenario of minus 10 percent to a
downward 100 basis point shock and minus 10 percent to an upward 200 basis point
shock. Prior to February of 2009, the limit was minus 10 percent to a 200 basis
point shock in either direction. At March 31, 2010, we would experience a
negative 9.70% change in EAR if interest rates moved downward 100 basis points
versus a negative 4.80% change at December 31, 2009.  If interest
rates moved upward 200 basis points, we would experience a positive 11.89%
change in net interest income versus a positive 7.96% change at December 31,
2009.  The positive change in NII to rising rates continues to be
driven by a high volume of floating rate loans, an absence of overnight funding
and the use of longer term fixed rate brokered CDs to lock in liquidity. The
variance in the EAR measures from December to March results from locking in
additional term broker CD funding and a decrease in earning assets and
subsequent earnings. The change in the downward scenario was also negatively
impacted by a change in prepayment expectations on mortgage based securities.
Both ratios remain within Board approved policy limits.
 
 Trends in Earnings at RiskEstimated Change in EAR from the Base Interest Rate Scenario-100 basis points
                                  
                                  
                                  
                                  +200 basis pointsMarch
      31, 2010
                                  
                                  
                                  -9.70
                                  %
                                  
                                  
                                  11.89
                                  %December
      31, 2009
                                  
                                  
                                  -4.80
                                  %
                                  
                                  
                                  7.96
                                  %
 
 Economic Value of Equity
(“EVE”). We consider EVE to be our best analytical tool for measuring
long-term interest rate risk.  This measure reflects the dollar amount
of net equity that will be impacted by changes in interest rates. We use a
simulation model to evaluate the impact of immediate and parallel changes in
interest rates from a base scenario based on the current yield
curve.  The standard simulation analysis assesses the impact on EVE by
shocking the current yield curve up and down 100, 200, and 300 basis
points.  This simulation model projects multiple rate paths under each
rate scenario and projects the estimated economic value of assets and
liabilities for each scenario.  The difference between the economic
value of total assets and the economic value of total liabilities is referred to
as the economic value of equity.   The simulation model
calculates the percentage change from the base interest rate
scenario.  The Board ALCO has approved policy limits for changes in
EVE.  The variance limit for EVE is measured in an environment where
the base interest rate scenario is shocked downward by 100 basis points and
upward by 200 basis points with a limit on the change in EVE of minus 15%. Prior
to February of 2009, the limit was minus 15% to a 200 basis point shock in
either direction.
 
 At March
31, 2010, we would experience a negative 5.57% change in EVE if interest rates
moved downward 100 basis points compared to negative 2.01% at December 31, 2009.
If interest rates moved upward 200 basis points, we would experience a positive
3.72% change in EVE compared to positive 0.81% at December 31,
2009.  Both of these measures are within Board approved policy limits.
The variances in EVE risk are primarily attributed to changes in prepayment
expectations on mortgage based securities, a reduction in earning assets and
total capital, and an increase in fixed rate term CDs.
 
 Trends in Economic Value of EquityEstimated Change in EVE from the Base Interest Rate Scenario-100 basis points
                                  
                                  
                                  
                                  +200 basis pointsMarch
      31, 2010
                                  
                                  
                                  -5.57
                                  %
                                  
                                  
                                  3.72
                                  %December
      31, 2009
                                  
                                  
                                  -2.01
                                  %
                                  
                                  
                                  0.81
                                  %
 
 The
assumptions in any of these simulation runs are inherently
uncertain.  Any simulation cannot precisely estimate net interest
income or economic value of the assets and liabilities or predict the impact of
higher or lower interest rates on net interest income or on the economic value
of the assets and liabilities. Actual results will differ from simulated results
due to the timing, magnitude and frequency of interest-rate changes, the
difference between actual experience and the assumptions used, as well as
changes in market conditions and management strategies.
  44
 
 Item
4:  Controls and Procedures
 
 As of
March 31, 2010, based on an evaluation of our disclosure controls and
procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), our
principal executive officer and principal financial officer have concluded that
such disclosure controls and procedures were effective as of that
date.
 
 There
have been no changes in our internal control over financial reporting that
occurred during the quarter ended March 31, 2010, that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
  45
 
 PART
II - OTHER INFORMATION
 
 Item
1.   LEGAL PROCEEDINGS
 
 We are
involved in legal proceedings in the ordinary course of our
business.  We do not expect that any of those legal proceedings would
have a material adverse effect on our consolidated financial position, results
of operations or cash flows.  There have been no material changes in
those proceedings from what was reported in our Form 10-K at December 31,
2009.
 
 Item
1A.  RISK FACTORS
 
 Except as
set forth below, there have been no material changes from the risk factors
disclosed in Part I-Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2009.  The risk factor entitled, "We May Not
Succeed in Our Efforts to Maintain Regulatory Capital at Desired Levels"is deleted in its
entirety and replaced by the following risk factors:
 
 We
May Not Succeed in Our Efforts to Increase Regulatory Capital.
 
 Integra
Bank has agreed with the OCC to develop a plan to increase its total capital
ratio to at least 11.5% and its tier 1 leverage ratio to 8% by March 31,
2010.  As of March 31, 2010, Integra Bank's regulatory capital
exceeded applicable minimum requirements, but were below the levels for being
considered "well-capitalized" and the levels contemplated in the agreement with
the OCC.  As a consequence, Integra Bank may no longer accept brokered
deposits and is subject to restrictions on the rates it may pay on retail
deposits.  We plan to increase regulatory capital and to reduce our
total assets through divestitures of branch offices and sales of
loans.  We cannot assure you that we will be successful in these
efforts.
 
 If we are
not able to increase Integra Bank's regulatory capital at levels that are
satisfactory to us and our regulators, our regulators could take additional,
more stringent, enforcement actions.  In addition, further declines in
Integra Bank's capital levels would have additional adverse consequences,
including restrictions on accessing public funds deposits.
 
 We
Do Not Expect to Be Able to Raise Capital in the Public Markets.
 
 Our
ability to raise additional capital, if needed, will depend on conditions in the
capital markets, economic conditions and a number of other factors, many of
which are outside our control, and on our financial
performance.  Accordingly, there can be no assurance that we can raise
additional capital if needed or on terms acceptable to us.  If we
cannot raise additional capital when needed, it may have a material adverse
effect on our financial condition, results of operations and
prospects.
 
 In the
future, we may issue additional securities, through public or private offerings,
in order to raise additional capital.  The decline in the value of our
common stock since January 1, 2009, could make it more expensive for
us to raise capital in the public or private markets.  Any issuance of
common stock at current trading prices would significantly dilute the ownership
of our current shareholders because we would have to issue more shares than if
we had raised the same amount of capital when our share price was
higher.  Absent an improvement in our financial performance it is
unlikely that we would be able to raise capital in the public
markets.
 
 Item
2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 Not
Applicable
 
 Item
3.   DEFAULTS UPON SENIOR SECURITIES
 
 Not
Applicable
 
 Item
4.   RESERVED
 
 Item
5.   OTHER INFORMATION
 
 During
the period covered by this report Crowe Horwath LLP, our independent registered
public accounting firm was not engaged to perform any service that represent
non-audit services. This disclosure is made pursuant to Section 10A(i)(2) of the
Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley
Act of 2002.
  46
 
 Item
6.  EXHIBITS
 
 The
following documents are filed as exhibits to this report:
 
 31.1
                  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief
      Executive Officer31.2
                  Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief
      Financial Officer32
                  Certification
      of Chief Executive Officer and Chief Financial
  Officer
  47
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 INTEGRA
      BANK CORPORATIONBy
                  /s/ Michael J. AlleyChairman
      of the Boardand
      Chief Executive OfficerMay
      7, 2010/s/ Michael B. CarrollChief
      Financial OfficerMay
      7, 2010
  48