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 September 30, 2010.





or





o           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 o





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 shorter period that the
registrant was required to submit and post such files).


Yes o No o





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 o          Accelerated
filer o                Non-accelerated
filer o                        Smaller
reporting company x


(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 o 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 OCTOBER 29, 2010(Common
      stock, $1.00 Stated Value)
            21,062,464









INTEGRA
BANK CORPORATION





INDEX





PART
I - FINANCIAL INFORMATION




PAGE
      NO.Item
      1. Unaudited Financial StatementsConsolidated
      balance sheets-September
      30, 2010 and December 31, 2009
              
              
              3Consolidated
      statements of income-Three
      months and nine months ended September 30, 2010 and 2009
              
              
              4Consolidated
      statements of comprehensive income-Three
      months and nine months ended September 30, 2010 and 2009
              
              
              6Consolidated
      statements of changes in shareholders’ equity-Nine
      months ended September 30, 2010
              
              
              7Consolidated
      statements of cash flow-Nine
      months ended September 30, 2010 and 2009
              
              
              8Notes
      to unaudited consolidated financial statements
              
              
              10Item
      2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
              
              
              32Item
      3. Quantitative and Qualitative Disclosures about Market
    Risk
              
              
              50Item
      4. Controls and Procedures
              
              
              51PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings
              
              
              52Item1A.
      Risk Factors
              
              
              52Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              
              
              52Item
      3. Defaults Upon Senior Securities
              
              
              52Item
      4. Reserved
              
              
              52Item
      5. Other Information
              
              
              52Item
      6. Exhibits
              
              
              53Signatures
              
              
              54




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)







September
      30,
                
                
                December
      31,2010
                
                
                2009ASSETSCash
      and due from banks
                
                $
                500,600
                
                
                $
                304,921Federal
      funds sold and other short-term investments
                
                
                50,031
                
                
                
                49,653Total
      cash and cash equivalents
                
                
                550,631
                
                
                
                354,574Loans
      held for sale (at lower of cost or fair value)
                
                
                4,148
                
                
                
                93,572Securities
      available for sale
                
                
                544,559
                
                
                
                361,719Securities
      held for trading
                
                
                148
                
                
                
                36Regulatory
      stock
                
                
                24,713
                
                
                
                29,124Loans,
      net of unearned income
                
                
                1,456,967
                
                
                
                2,019,732Less:  Allowance
      for loan losses
                
                
                (95,539
                )
                
                
                (88,670
                )Net
      loans
                
                
                1,361,428
                
                
                
                1,931,062Premises
      and equipment
                
                
                32,768
                
                
                
                37,814Premises
      and equipment held for sale
                
                
                3,134
                
                
                
                4,249Other
      intangible assets
                
                
                4,173
                
                
                
                8,242Other
      real estate owned
                
                
                34,814
                
                
                
                31,982Other
      assets
                
                
                66,629
                
                
                
                69,567TOTAL
      ASSETS
                
                $
                2,627,145
                
                
                $
                2,921,941LIABILITIESDeposits:Non-interest-bearing
      demand
                
                $
                227,106
                
                
                $
                263,530Non-interest-bearing
      held for sale
                
                
                -
                
                
                
                7,319Interest-bearing
                
                
                1,925,464
                
                
                
                2,004,369Interest-bearing
      held for sale
                
                
                -
                
                
                
                89,888Total
      deposits
                
                
                2,152,570
                
                
                
                2,365,106Short-term
      borrowings
                
                
                55,841
                
                
                
                62,114Long-term
      borrowings
                
                
                348,161
                
                
                
                361,071Other
      liabilities
                
                
                38,667
                
                
                
                31,304TOTAL
      LIABILITIES
                
                
                2,595,239
                
                
                
                2,819,595Commitments
      and contingent liabilities (Note 11)
                
                
                -
                
                
                
                -SHAREHOLDERS'
      EQUITYPreferred
      stock - no par, $1,000 per share liquidation preference:Shares
      authorized: 1,000,000Shares
      outstanding: 83,586Liquidation
      preference of $88,288 at September 30, 2010
                
                
                82,271
                
                
                
                82,011Common
      stock - $1.00 stated value:Shares
      authorized: 129,000,000Shares
      outstanding:  21,066,130 and 20,847,589
    respectively
                
                
                21,066
                
                
                
                20,848Additional
      paid-in capital
                
                
                217,068
                
                
                
                216,939Retained
      earnings (Accumulated deficit)
                
                
                (291,742
                )
                
                
                (210,371
                )Accumulated
      other comprehensive income (loss)
                
                
                3,243
                
                
                
                (7,081
                )TOTAL
      SHAREHOLDERS' EQUITY
                
                
                31,906
                
                
                
                102,346TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
                
                $
                2,627,145
                
                
                $
                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 Ended
                  
                  
                  Nine
      Months EndedSeptember
      30,
                  
                  
                  September
      30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009INTEREST
      INCOMEInterest
      and fees on loans:Taxable
                  
                  $
                  17,857
                  
                  
                  $
                  24,374
                  
                  
                  $
                  60,246
                  
                  
                  $
                  75,410Tax-exempt
                  
                  
                  77
                  
                  
                  
                  192
                  
                  
                  
                  277
                  
                  
                  
                  597Interest
      and dividends on securities:Taxable
                  
                  
                  3,493
                  
                  
                  
                  3,265
                  
                  
                  
                  10,310
                  
                  
                  
                  13,736Tax-exempt
                  
                  
                  198
                  
                  
                  
                  592
                  
                  
                  
                  640
                  
                  
                  
                  2,425Interest
      on securities held for trading
                  
                  
                  -
                  
                  
                  
                  81
                  
                  
                  
                  -
                  
                  
                  
                  103Dividends
      on regulatory stock
                  
                  
                  135
                  
                  
                  
                  337
                  
                  
                  
                  542
                  
                  
                  
                  1,015Interest
      on loans held for sale
                  
                  
                  29
                  
                  
                  
                  89
                  
                  
                  
                  87
                  
                  
                  
                  319Interest
      on federal funds sold and other short-term investments
                  
                  
                  395
                  
                  
                  
                  272
                  
                  
                  
                  941
                  
                  
                  
                  539Total
      interest income
                  
                  
                  22,184
                  
                  
                  
                  29,202
                  
                  
                  
                  73,043
                  
                  
                  
                  94,144INTEREST
      EXPENSEInterest
      on deposits
                  
                  
                  7,674
                  
                  
                  
                  10,356
                  
                  
                  
                  24,259
                  
                  
                  
                  34,302Interest
      on short-term borrowings
                  
                  
                  54
                  
                  
                  
                  268
                  
                  
                  
                  151
                  
                  
                  
                  1,614Interest
      on long-term borrowings
                  
                  
                  2,995
                  
                  
                  
                  2,528
                  
                  
                  
                  8,401
                  
                  
                  
                  7,921Total
      interest expense
                  
                  
                  10,723
                  
                  
                  
                  13,152
                  
                  
                  
                  32,811
                  
                  
                  
                  43,837NET
      INTEREST INCOME
                  
                  
                  11,461
                  
                  
                  
                  16,050
                  
                  
                  
                  40,232
                  
                  
                  
                  50,307Provision
      for loan losses
                  
                  
                  26,240
                  
                  
                  
                  18,913
                  
                  
                  
                  98,220
                  
                  
                  
                  82,843Net
      interest income after provision for loan losses
                  
                  
                  (14,779
                  )
                  
                  
                  (2,863
                  )
                  
                  
                  (57,988
                  )
                  
                  
                  (32,536
                  )NON-INTEREST
      INCOMEService
      charges on deposit accounts
                  
                  
                  3,685
                  
                  
                  
                  5,335
                  
                  
                  
                  12,229
                  
                  
                  
                  14,783Other
      service charges and fees
                  
                  
                  976
                  
                  
                  
                  1,098
                  
                  
                  
                  3,066
                  
                  
                  
                  3,142Debit
      card income-interchange
                  
                  
                  1,207
                  
                  
                  
                  1,368
                  
                  
                  
                  3,931
                  
                  
                  
                  3,998Trust
      income
                  
                  
                  440
                  
                  
                  
                  630
                  
                  
                  
                  1,391
                  
                  
                  
                  1,652Gain
      (Loss) on sale of other assets
                  
                  
                  (329
                  )
                  
                  
                  (219
                  )
                  
                  
                  (93
                  )
                  
                  
                  (294
                  )Net
      premiums on sales of deposits
                  
                  
                  11,241
                  
                  
                  
                  -
                  
                  
                  
                  15,612
                  
                  
                  
                  2,549Net
      gains on sale of divested loans
                  
                  
                  9,498
                  
                  
                  
                  676
                  
                  
                  
                  11,840
                  
                  
                  
                  676Net
      securities gains (losses)
                  
                  
                  -
                  
                  
                  
                  6,578
                  
                  
                  
                  3,349
                  
                  
                  
                  8,057Other
      than temporary impairment loss:Total
      impairment losses recognized on securities
                  
                  
                  (585
                  )
                  
                  
                  -
                  
                  
                  
                  (864
                  )
                  
                  
                  (22,634
                  )Loss
      or reclassification recognized in other comprehensive
    income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (69
                  )
                  
                  
                  (1,150
                  )Net
      impairment loss recognized in earnings
                  
                  
                  (585
                  )
                  
                  
                  -
                  
                  
                  
                  (795
                  )
                  
                  
                  (21,484
                  )Warrant
      fair value adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,145
                  )Other
                  
                  
                  1,246
                  
                  
                  
                  (639
                  )
                  
                  
                  2,906
                  
                  
                  
                  2,401Total
      non-interest income
                  
                  
                  27,379
                  
                  
                  
                  14,827
                  
                  
                  
                  53,436
                  
                  
                  
                  9,335NON-INTEREST
      EXPENSESalaries
      and employee benefits
                  
                  
                  8,909
                  
                  
                  
                  10,187
                  
                  
                  
                  27,007
                  
                  
                  
                  33,823Occupancy
                  
                  
                  1,929
                  
                  
                  
                  2,348
                  
                  
                  
                  6,047
                  
                  
                  
                  7,307Equipment
                  
                  
                  638
                  
                  
                  
                  749
                  
                  
                  
                  2,075
                  
                  
                  
                  2,406Professional
      fees
                  
                  
                  4,315
                  
                  
                  
                  1,699
                  
                  
                  
                  8,784
                  
                  
                  
                  5,486Communication
      and transportation
                  
                  
                  873
                  
                  
                  
                  1,126
                  
                  
                  
                  2,761
                  
                  
                  
                  3,378Processing
                  
                  
                  513
                  
                  
                  
                  647
                  
                  
                  
                  1,747
                  
                  
                  
                  2,138Software
                  
                  
                  503
                  
                  
                  
                  654
                  
                  
                  
                  1,641
                  
                  
                  
                  1,901Marketing
                  
                  
                  149
                  
                  
                  
                  312
                  
                  
                  
                  638
                  
                  
                  
                  1,152Loan
      and OREO expense
                  
                  
                  5,813
                  
                  
                  
                  2,545
                  
                  
                  
                  8,814
                  
                  
                  
                  9,881FDIC
      assessment
                  
                  
                  2,753
                  
                  
                  
                  1,721
                  
                  
                  
                  7,134
                  
                  
                  
                  5,676Low
      income housing project losses
                  
                  
                  642
                  
                  
                  
                  161
                  
                  
                  
                  1,490
                  
                  
                  
                  1,324Debt
      prepayment penalties
                  
                  
                  -
                  
                  
                  
                  27
                  
                  
                  
                  -
                  
                  
                  
                  1,538Amortization
      of intangible assets
                  
                  
                  286
                  
                  
                  
                  421
                  
                  
                  
                  1,110
                  
                  
                  
                  1,264State
      and local franchise tax
                  
                  
                  269
                  
                  
                  
                  324
                  
                  
                  
                  693
                  
                  
                  
                  1,112Other
                  
                  
                  1,204
                  
                  
                  
                  1,448
                  
                  
                  
                  3,834
                  
                  
                  
                  4,625Total
      non-interest expense
                  
                  
                  28,796
                  
                  
                  
                  24,369
                  
                  
                  
                  73,775
                  
                  
                  
                  83,011Income
      (Loss) before income taxes
                  
                  
                  (16,196
                  )
                  
                  
                  (12,405
                  )
                  
                  
                  (78,327
                  )
                  
                  
                  (106,212
                  )Income
      tax expense (benefit)
                  
                  
                  (42
                  )
                  
                  
                  7,330
                  
                  
                  
                  (350
                  )
                  
                  
                  (9,952
                  )Net
      income (loss)
                  
                  
                  (16,154
                  )
                  
                  
                  (19,735
                  )
                  
                  
                  (77,977
                  )
                  
                  
                  (96,260
                  )Preferred
      stock dividends and discount accretion
                  
                  
                  1,133
                  
                  
                  
                  1,117
                  
                  
                  
                  3,394
                  
                  
                  
                  2,669Net
      income (loss) available to common shareholders
                  
                  $
                  (17,287
                  )
                  
                  $
                  (20,852
                  )
                  
                  $
                  (81,371
                  )
                  
                  $
                  (98,929
                  )
 
 Unaudited
Consolidated Statements of Income are continued on next page.
  4
  INTEGRA
BANK CORPORATION and Subsidiaries
 Unaudited
Consolidated Statements of Income (Continued)
 (In
thousands, except for per share data)
  Three
      Months Ended
                  
                  
                  
                  Nine
      Months EndedSeptember
      30,
                  
                  
                  
                  September
      30,2010
                  
                  
                  
                  2009
                  
                  
                  
                  2010
                  
                  
                  
                  2009Earnings
      (Loss) per common share:Basic
                  
                  $
                  (0.84
                  )
                  
                  $
                  (1.01
                  )
                  
                  $
                  (3.94
                  )
                  
                  $
                  (4.78
                  )Diluted
                  
                  
                  (0.84
                  )
                  
                  
                  (1.01
                  )
                  
                  $
                  (3.94
                  )
                  
                  $
                  (4.78
                  )Weighted
      average common shares outstanding:Basic
                  
                  
                  20,686
                  
                  
                  
                  20,707
                  
                  
                  
                  20,672
                  
                  
                  
                  20,713Diluted
                  
                  
                  20,686
                  
                  
                  
                  20,707
                  
                  
                  
                  20,672
                  
                  
                  
                  20,713Dividends
      per common share
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  0.03




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 Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2010
              
              
              2009
              
              
              2010
              
              
              2009Net
      income (loss)
              
              $
              (16,154
              )
              
              $
              (19,735
              )
              
              $
              (77,977
              )
              
              $
              (96,260
              )Other
      comprehensive income (loss), net of tax:Unrealized
      gain (loss) on securities:Unrealized
      gain (loss) arising in period(net
      of tax of $1,342, $2,246, $6,929 and $(1,395),
    respectively)
              
              
              2,257
              
              
              
              3,695
              
              
              
              11,653
              
              
              
              (2,295
              )Reclassification
      of amounts realized through impairment chargesand
      sales (net of tax of $218, $(2,487) $(952) and $5,076,
      respectively)
              
              
              367
              
              
              
              (4,091
              )
              
              
              (1,602
              )
              
              
              8,351Net
      unrealized gain (loss) on securities
              
              
              2,624
              
              
              
              (396
              )
              
              
              10,051
              
              
              
              6,056Change
      in net pension plan liability(net
      of tax of $30, $9, $162 and $28, respectively)
              
              
              51
              
              
              
              15
              
              
              
              273
              
              
              
              46Unrealized
      gain (loss) on derivative hedging instruments arising in
      period(net
      of tax of $(13) and $(233) for 2009)
              
              
              -
              
              
              
              (22
              )
              
              
              -
              
              
              
              (384
              )Net
      unrealized gain (loss), recognized in other comprehensive income
      (loss)
              
              
              2,675
              
              
              
              (403
              )
              
              
              10,324
              
              
              
              5,718Comprehensive
      income (loss)
              
              $
              (13,479
              )
              
              $
              (20,138
              )
              
              $
              (67,653
              )
              
              $
              (90,542
              )




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)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (77,977
              )
              
              
              -
              
              
              
              (77,977
              )Net
      change, net of tax, in accumulatedother
      comprehensive income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,324
              
              
              
              10,324Preferred
      stock dividend and discount accretion
              
              
              260
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (3,394
              )
              
              
              -
              
              
              
              (3,134
              )Vesting
      of restricted shares, net
              
              
              -
              
              
              
              (1,398
              )
              
              
              (1
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1
              )Grant
      of restricted stock, net of forfeitures
              
              
              -
              
              
              
              219,939
              
              
              
              219
              
              
              
              (219
              )
              
              
              -
              
              
              
              -
              
              
              
              -Stock-based
      compensation expense
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              348
              
              
              
              -
              
              
              
              -
              
              
              
              348BALANCE
      AT SEPTEMBER 30, 2010
              
              $
              82,271
              
              
              
              21,066,130
              
              
              $
              21,066
              
              
              $
              217,068
              
              
              $
              (291,742
              )
              
              $
              3,243
              
              
              $
              31,906




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)





Nine
      Months EndedSeptember
      30,2010
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
              
              $
              (77,977
              )
              
              $
              (96,260
              )Adjustments
      to reconcile net income tonet
      cash provided by operating activities:Amortization
      and depreciation
              
              
              5,865
              
              
              
              5,214Provision
      for loan losses
              
              
              98,220
              
              
              
              82,843Income
      tax valuation allowance
              
              
              29,608
              
              
              
              25,357Net
      securities (gains) losses
              
              
              (3,349
              )
              
              
              (8,057
              )Impairment
      charge on available for sale securities
              
              
              795
              
              
              
              21,484Net
      held for trading (gains) losses
              
              
              (112
              )
              
              
              1,002(Gain)
      loss on sale of premises and equipment
              
              
              (459
              )
              
              
              68(Gain)
      loss on sale of other real estate owned
              
              
              552
              
              
              
              227Net
      premiums on sale of deposits
              
              
              (15,612
              )
              
              
              (2,549
              )Loss
      on low-income housing investments
              
              
              1,490
              
              
              
              1,324Proceeds
      from sale of held for trading securities
              
              
              -
              
              
              
              7,100Purchase
      of held for trading securities
              
              
              -
              
              
              
              (19,745
              )Increase
      (decrease) in deferred taxes
              
              
              (29,608
              )
              
              
              (3,461
              )Net
      gain on sale of loans held for sale
              
              
              (12,465
              )
              
              
              (1,277
              )Proceeds
      from sale of loans held for sale
              
              
              62,476
              
              
              
              148,833Origination
      of loans held for sale
              
              
              (51,204
              )
              
              
              (102,352
              )Debt
      prepayment fees
              
              
              -
              
              
              
              1,538Proceeds
      from sale of federal reserve stock
              
              
              4,411
              
              
              
              (9
              )Change
      in other operating
              
              
              15,711
              
              
              
              (13,375
              )Net
      cash flows provided by operating activities
              
              
              28,342
              
              
              
              47,905CASH
      FLOWS FROM INVESTING ACTIVITIESProceeds
      from maturities of securities available for sale
              
              
              50,042
              
              
              
              98,580Proceeds
      from sales of securities available for sale
              
              
              124,653
              
              
              
              296,671Purchase
      of securities available for sale
              
              
              (346,373
              )
              
              
              (180,189
              )Decrease
      in loans made to customers
              
              
              212,611
              
              
              
              89,658Purchase
      of premises and equipment
              
              
              (2,193
              )
              
              
              (977
              )Proceeds
      from sale of premises and equipment
              
              
              (507
              )
              
              
              17Proceeds
      from sale of other real estate owned
              
              
              6,652
              
              
              
              5,830Increase
      (decrease) from sale of branches, net of cash acquired
              
              
              (66,359
              )
              
              
              (22,708
              )Net
      cash flows provided by (used in) investing activities
              
              
              (21,474
              )
              
              
              286,882CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) in deposits
              
              
              211,764
              
              
              
              183,260Net
      increase (decrease) in short-term borrowed funds
              
              
              (6,273
              )
              
              
              (226,995
              )Proceeds
      from long-term borrowings
              
              
              -
              
              
              
              50,000Repayment
      of long-term borrowings
              
              
              (12,907
              )
              
              
              (49,550
              )Proceeds
      from issuance of TARP preferred stock
              
              
              -
              
              
              
              89,927Accretion
      of discount on TARP preferred stock
              
              
              (3,394
              )
              
              
              (197
              )Dividends
      paid on TARP preferred stock
              
              
              -
              
              
              
              (1,950
              )Dividends
      paid on common stock
              
              
              -
              
              
              
              (622
              )Proceeds
      from exercise of stock options and restricted shares, net
              
              
              (1
              )
              
              
              (316
              )Net
      cash flows provided by financing activities
              
              
              189,189
              
              
              
              43,557Net
      increase in cash and cash equivalents
              
              
              196,057
              
              
              
              378,344Cash
      and cash equivalents at beginning of period
              
              
              354,574
              
              
              
              62,773Cash
      and cash equivalents at end of period
              
              $
              550,631
              
              
              $
              441,117




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)





Nine
      Months EndedSeptember
      30,2010
              
              
              2009SUPPLEMENTAL
      DISCLOSURE OF NONCASH TRANSACTIONSOther
      real estate acquired in settlement of loans
              
              
              16,745
              
              
              
              19,387Dividends
      accrued not paid on preferred stock
              
              
              4,702
              
              
              
              522





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





References
to the terms “we”, “us”, “our”, the “Company” and “Integra” used throughout this
report refer to Integra Bank Corporation and, unless the context indicates
otherwise, its subsidiaries.  At September 30, 2010, our subsidiaries
consisted of Integra Bank N.A. (the “Bank” or “Integra 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 decline in the value of residential and commercial real
estate (CRE), other impacts of the recession on the Bank 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, write-downs on other real estate owned (OREO), other-than-temporary
securities impairment and an additional valuation allowance on our deferred tax
asset.





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





There are
trust preferred securities in our securities portfolio and loans in our loan
portfolio as to which we have estimated losses in part based on the assumption
that the plans being executed by the issuers or our borrowers will be
implemented as planned and have the effect of improving their financial
positions.  Should these plans not be executed, or have unintended
consequences, our losses would 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.





RECENT
ACCOUNTING PRONOUNCEMENTS





Effective
January 1, 2010, we adopted the new accounting guidance under Accounting
Standards Codification (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 involvement 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.




10





ASC Topic
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 Topic
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 observable market data should
be used to determine the lowest available level. 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.





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.




11





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.





Derivatives:  Our
derivative instruments consist of over-the-counter interest rate swaps 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 when 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.





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.





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




12





Fair
      Value Measurements at September 30, 2010Quoted
      Pricesin
      ActiveMarkets
      for
                
                
                SignificantIdentical
                
                
                Other
                
                
                SignificantAssets
      and
                
                
                Observable
                
                
                Unobservable
                
                
                Balance
      as ofLiabilities
                
                
                Inputs
                
                
                Inputs
                
                
                September
      30,(Level
      1)
                
                
                (Level
      2)
                
                
                (Level
      3)
                
                
                2010AssetsSecurities,
      available for saleU.S.
      Treasuries
                
                $
                -
                
                
                $
                18,439
                
                
                $
                -
                
                
                $
                18,439U.S.
      Government agencies
                
                
                -
                
                
                
                131
                
                
                
                -
                
                
                
                131Collateralized
      mortgage obligations:Agency
                
                
                -
                
                
                
                249,259
                
                
                
                -
                
                
                
                249,259Private
      Label
                
                
                -
                
                
                
                18,104
                
                
                
                -
                
                
                
                18,104Mortgage
      backed securities: residential
                
                
                -
                
                
                
                216,367
                
                
                
                -
                
                
                
                216,367Trust
      Preferred
                
                
                -
                
                
                
                9,451
                
                
                
                968
                
                
                
                10,419State
      & political subdivisions
                
                
                -
                
                
                
                23,110
                
                
                
                -
                
                
                
                23,110Other
      securities
                
                
                -
                
                
                
                8,730
                
                
                
                -
                
                
                
                8,730Total
      securities, available for sale
                
                $
                -
                
                
                $
                543,591
                
                
                $
                968
                
                
                $
                544,559Securities,
      held for tradingTrust
      Preferred
                
                $
                -
                
                
                $
                148
                
                
                $
                -
                
                
                $
                148Derivatives
                
                
                -
                
                
                
                9,074
                
                
                
                -
                
                
                
                9,074LiabilitiesDerivatives
                
                $
                -
                
                
                $
                9,088
                
                
                $
                -
                
                
                $
                9,088





13







Fair
      Value Measurements at December 31, 2009Quoted
      Pricesin
      ActiveMarkets
      for
              
              
              SignificantIdentical
              
              
              Other
              
              
              SignificantAssets
      and
              
              
              Observable
              
              
              Unobservable
              
              
              Balance
      as ofLiabilities
              
              
              Inputs
              
              
              Inputs
              
              
              December
      31,(Level
      1)
              
              
              (Level
      2)
              
              
              (Level
      3)
              
              
              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 tradingTrust
      Preferred
              
              $
              -
              
              
              $
              36
              
              
              $
              -
              
              
              $
              36Derivatives
              
              
              -
              
              
              
              5,945
              
              
              
              -
              
              
              
              5,945LiabilitiesDerivatives
              
              $
              -
              
              
              $
              6,307
              
              
              $
              -
              
              
              $
              6,307




Assets
and Liabilities Measured on a Non-Recurring Basis:





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





Fair
      Value Measurements at September 30, 2010Quoted
      Pricesin
      ActiveMarkets
      for
              
              
              SignificantIdentical
              
              
              Other
              
              
              SignificantAssets
      and
              
              
              Observable
              
              
              Unobservable
              
              
              Balance
      as ofLiabilities
              
              
              Inputs
              
              
              Inputs
              
              
              September
      30,(Level
      1)
              
              
              (Level
      2)
              
              
              (Level
      3)
              
              
              2010AssetsImpaired
      loans
              
              $
              -
              
              
              $
              -
              
              
              $
              184,026
              
              
              $
              184,026Loans
      held for sale
              
              
              -
              
              
              
              4,148
              
              
              
              -
              
              
              
              4,148Other
      real estate owned
              
              
              -
              
              
              
              -
              
              
              
              34,814
              
              
              
              34,814Premises
      and equipment held for sale
              
              
              -
              
              
              
              -
              
              
              
              3,134
              
              
              
              3,134LiabilitiesDeposits
      held for sale
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -





14





Fair
      Value Measurements at December 31, 2009Quoted
      Pricesin
      ActiveMarkets
      for
              
              
              SignificantIdentical
              
              
              Other
              
              
              SignificantAssets
      and
              
              
              Observable
              
              
              Unobservable
              
              
              Balance
      as ofLiabilities
              
              
              Inputs
              
              
              Inputs
              
              
              December
      31,(Level
      1)
              
              
              (Level
      2)
              
              
              (Level
      3)
              
              
              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
              
              
              
              4,249LiabilitiesDeposits
      held for sale
              
              $
              -
              
              
              $
              97,207
              
              
              $
              -
              
              
              $
              97,207





At
September 30, 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 $223,462, with a valuation allowance of $39,436,
resulting in an additional provision for loan losses of $13,559 for the three
month period and $43,356 for the nine month period ended September 30,
2010.





For those
properties held in other real estate owned and carried at fair value, writedowns
of $4,537 and $5,015 were charged to earnings for the three and nine months
ended September 30, 2010, compared to $2,148 and $2,630 for both the three and
nine months ended September 30, 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
three and nine month periods ending September 30, 2010.




Fair
      Value Measurements Using SignificantUnobservable
      Inputs (Level 3)SecuritiesAvailable
      for sale
              
              
              TotalThree
      months ended September 30, 2010Beginning
      Balance at July 1, 2010
              
              $
              1,523
              
              
              $
              1,523Transfers
      in and/or out of Level 3
              
              
              -
              
              
              
              -Gains
      (Losses) included in other comprehensive income
              
              
              30
              
              
              
              30Gains
      (Losses) included in earnings
              
              
              (585
              )
              
              
              (585
              )Ending
      Balance
              
              $
              968
              
              
              $
              968




Fair
      Value Measurements Using SignificantUnobservable
      Inputs (Level 3)SecuritiesAvailable
      for sale
              
              
              TotalNine
      months ended September 30, 2010Beginning
      Balance at January 1, 2010
              
              $
              1,588
              
              
              $
              1,588Transfers
      in and/or out of Level 3
              
              
              -
              
              
              
              -Gains
      (Losses) included in other comprehensive income
              
              
              175
              
              
              
              175Gains
      (Losses) included in earnings
              
              
              (795
              )
              
              
              (795
              )Ending
      Balance
              
              $
              968
              
              
              $
              968




15


Unrealized
gains and losses for securities classified as available for sale are generally
not recorded in earnings.  However, during the three and nine months
ended September 30, 2010, impairment charges of $585 and $795 were charged to
earnings for two of our trust preferred securities.





The
carrying amounts and estimated fair values of financial instruments, at
September 30, 2010 and December 31, 2009 are as follows:




September
      30, 2010
              
              
              December
      31, 2009Carrying
              
              
              Fair
              
              
              Carrying
              
              
              FairAmount
              
              
              Value
              
              
              Amount
              
              
              ValueFinancial
      Assets:Cash
      and short-term investments
              
              $
              550,631
              
              
              $
              550,631
              
              
              $
              354,574
              
              
              $
              354,574Loans-net
      of allowance
              
              
              1,177,402
              
              
              
              1,190,249
              
              
              
              1,838,347
              
              
              
              1,840,053Accrued
      interest receivable
              
              
              8,041
              
              
              
              8,041
              
              
              
              9,336
              
              
              
              9,336Financial
      Liabilities:Deposits
              
              $
              2,152,570
              
              
              $
              2,180,997
              
              
              $
              2,267,899
              
              
              $
              2,288,866Short-term
      borrowings
              
              
              55,841
              
              
              
              55,841
              
              
              
              62,114
              
              
              
              62,114Long-term
      borrowings
              
              
              348,161
              
              
              
              353,441
              
              
              
              361,071
              
              
              
              362,271Accrued
      interest payable
              
              
              8,114
              
              
              
              8,114
              
              
              
              8,200
              
              
              
              8,200





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 reserved 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 were 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 September 30, 2010, there were 416,857 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 September 30, 2010, and changes during the year is presented
below:





September
      30, 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
              
              
              (617,893
              )
              
              
              20.45Options/SARs
      outstanding at September 30, 2010
              
              
              481,643
              
              
              $
              20.60
              
              
              
              4.5Options/SARs
      exercisable at September 30, 2010
              
              
              471,250
              
              
              $
              20.66
              
              
              
              4.5




16




The
options and SARs outstanding at September 30, 2010, had a weighted average
remaining term of 4.5 years with no aggregate intrinsic value, and the options
and SARs that were exercisable at September 30, 2010, had a weighted average
remaining term of 4.5 years and no aggregate intrinsic value.  As of
September 30, 2010, there was $24 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 less than one
year.  Compensation expense for options and SARs for the three and
nine months ended September 30, 2010, was $19 and $38, compared to $51 and $289
for the three and nine months ended September 30, 2009.





A summary
of the status of the restricted stock granted by us as of September 30, 2010,
and changes during the first, second and third quarters of 2010 is presented
below:





Weighted-AverageGrant-DateShares
              
              
              Fair
      ValueRestricted
      shares outstanding, December 31, 2009
              
              
              226,113
              
              
              $
              4.94Shares
      granted
              
              
              288,000
              
              
              $
              0.76Shares
      vested
              
              
              (54,632
              )Shares
      forfeited
              
              
              (68,061
              )Restricted
      shares outstanding, September 30, 2010
              
              
              391,420
              
              
              $
              1.54





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 September 30, 2010, there was $459 of total
unrecognized compensation cost related to the nonvested restricted
stock.  The cost is expected to be recognized over a weighted-average
period of 1.8 years.  Compensation expense for restricted stock for
the three and nine months ended September 30, 2010, was $131 and $311, compared
to $190 and $689 for the three and nine months ended September 30,
2009.





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.





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




Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2010
              
              
              2009
              
              
              2010
              
              
              2009Net
      income (loss)
              
              $
              (16,154
              )
              
              $
              (19,735
              )
              
              $
              (77,977
              )
              
              $
              (96,260
              )Preferred
      dividends and discount accretion
              
              
              (1,133
              )
              
              
              (1,117
              )
              
              
              (3,394
              )
              
              
              (2,669
              )Net
      income (loss) available to common shareholders
              
              $
              (17,287
              )
              
              $
              (20,852
              )
              
              $
              (81,371
              )
              
              $
              (98,929
              )Weighted
      average common shares outstanding - Basic
              
              
              20,685,578
              
              
              
              20,706,560
              
              
              
              20,671,885
              
              
              
              20,713,301Incremental
      shares related to stock compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Average
      common shares outstanding - Diluted
              
              
              20,685,578
              
              
              
              20,706,560
              
              
              
              20,671,885
              
              
              
              20,713,301Earnings
      (Loss) per common share - Basic
              
              $
              (0.84
              )
              
              $
              (1.01
              )
              
              $
              (3.94
              )
              
              $
              (4.78
              )Effect
      of incremental shares related to stock compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Earnings
      (Loss) per common share - Diluted
              
              $
              (0.84
              )
              
              $
              (1.01
              )
              
              $
              (3.94
              )
              
              $
              (4.78
              )




Options
to purchase 481,643 shares and 1,246,466 shares were outstanding at September
30, 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 because of the net loss in both
years.




17





On
February 27, 2009, the Treasury Department invested $83,586 in us as part
of the Capital Purchase Plan (CPP).  We issued to the Treasury
Department 83,586 shares of Fixed Rate Cumulative Perpetual Preferred Stock,
Series B, or Treasury Preferred Stock, having a liquidation amount per
share of $1,000, and a warrant, or 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 Warrant was not included in the computation of net
income per diluted share in both periods 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
September 30, 2010, the majority of securities in our investment portfolio were
classified as available for sale.





Trading
securities at September 30, 2010, consisted of four trust preferred securities
valued at $148, compared to $36 at December 31, 2009.  During the
third quarter of 2010, we recorded trading gains of $87, compared to trading
loss of $1,237 during the third quarter of 2009.   The net gain
on trading activities included in earnings for 2010 was $111.





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:





Amortized
              
              
              Unrealized
              
              
              Unrealized
              
              
              FairCost
              
              
              Gains
              
              
              Losses
              
              
              ValueSeptember
      30, 2010U.S.
      Treasuries
              
              $
              17,928
              
              
              $
              511
              
              
              $
              -
              
              
              $
              18,439U.S.
      Government agencies
              
              
              126
              
              
              
              5
              
              
              
              -
              
              
              
              131Collateralized
      mortgage obligations:Agency
              
              
              246,142
              
              
              
              3,383
              
              
              
              266
              
              
              
              249,259Private
      label
              
              
              18,627
              
              
              
              6
              
              
              
              529
              
              
              
              18,104Mortgage-backed
      securities - residential
              
              
              212,592
              
              
              
              4,071
              
              
              
              296
              
              
              
              216,367Trust
      preferred
              
              
              16,484
              
              
              
              60
              
              
              
              6,125
              
              
              
              10,419States
      & political subdivisions
              
              
              21,359
              
              
              
              1,751
              
              
              
              -
              
              
              
              23,110Other
      securities
              
              
              8,641
              
              
              
              91
              
              
              
              2
              
              
              
              8,730Total
              
              $
              541,899
              
              
              $
              9,878
              
              
              $
              7,218
              
              
              $
              544,559




Gross
              
              
              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.




18




September
      30, 2010Amortized
              
              
              FairCost
              
              
              ValueMaturityAvailable-for-saleWithin
      one year
              
              $
              3,860
              
              
              $
              3,884One
      to five years
              
              
              160,342
              
              
              
              161,619Five
      to ten years
              
              
              265,630
              
              
              
              270,783Beyond
      ten years
              
              
              112,067
              
              
              
              108,273Total
              
              $
              541,899
              
              
              $
              544,559




Available
for sale securities with unrealized losses at September 30, 2010, aggregated by
investment category and length of time the individual securities have been in a
continuous unrealized loss position, are as follows:





Less
      than 12 Months
              
              
              12
      Months or More
              
              
              TotalSeptember
      30, 2010
              
              Fair
      Value
              
              
              Unrealized
      Losses
              
              
              Fair
      Value
              
              
              Unrealized
      Losses
              
              
              Fair
      Value
              
              
              Unrealized
      LossesCollateralized
      mortgage obligations:Agency
              
              $
              58,575
              
              
              $
              266
              
              
              $
              -
              
              
              $
              -
              
              
              $
              58,575
              
              
              $
              266Private
      Label
              
              
              -
              
              
              
              -
              
              
              
              12,882
              
              
              
              529
              
              
              
              12,882
              
              
              
              529Mortgage-backed
      securities - residential
              
              
              50,875
              
              
              
              296
              
              
              
              -
              
              
              
              -
              
              
              
              50,875
              
              
              
              296Trust
      Preferred
              
              
              -
              
              
              
              -
              
              
              
              6,368
              
              
              
              6,125
              
              
              
              6,368
              
              
              
              6,125State
      & political subdivisions
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Other
      securities
              
              
              25
              
              
              
              1
              
              
              
              24
              
              
              
              1
              
              
              
              49
              
              
              
              2Total
              
              $
              109,475
              
              
              $
              563
              
              
              $
              19,274
              
              
              $
              6,655
              
              
              $
              128,749
              
              
              $
              7,218




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




Proceeds
from sales and calls of securities available for sale were $125,248 and $308,258
for the nine months ended September 30, 2010 and 2009, respectively. Gross gains
of $3,351 and $8,072 and gross losses of $2 and $15 were realized on these sales
and calls during 2010 and 2009, respectively.




Proceeds
from sales and calls of securities available for sale were $165 and $238,869 for
the three months ended September 30, 2010 and 2009, respectively. Gross gains of
$6,592 and gross losses of $15 were realized on these sales and calls during
2009.





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.




19





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.





The
ratings of our available for sale pooled trust preferred CDOs that have incurred
other-than-temporary impairment are listed below. The ratings of our four single
issue trust preferred securities and private label CMOs as of September 30, 2010
and June 30, 2010 are also listed below.  The private label CMOs
consist of six issues of which five were originated in 2003-2004 while one was
originated in 2006.





Gross
              
              
              
              
              
              GrossAmortized
              
              
              Fair
              
              
              Unrealized
              
              
              Ratings
      as ofIssuer
              
              Cost
              
              
              Value
              
              
              Gains/(Losses)
              
              
              September
      30, 2010
              
              June
      30, 2010Pooled Trust Preferred
      CDOsPreTSL
      VI
              
              
              728
              
              
              
              536
              
              
              
              (192
              )
              
              Ca**
      (Moodys) / D (Fitch)*
              
              Caa1
      (Moodys) / CC (Fitch)PreTSL
      XIV
              
              
              1,757
              
              
              
              432
              
              
              
              (1,325
              )
              
              Ca
      (Moodys) /C (Fitch)
              
              Ca
      (Moodys) /C (Fitch)Total
              
              $
              2,485
              
              
              $
              968
              
              
              $
              (1,517
              )Single Issue Trust
      PreferredBank
      One Cap Tr VI (JP Morgan)
              
              
              1,000
              
              
              
              1,028
              
              
              
              28
              
              
              A2(Moodys)/A+(Fitch)*
              
              A2(Moodys)First
      Citizen Bancshares
              
              
              5,008
              
              
              
              2,000
              
              
              
              (3,008
              )
              
              Non-Rated
              
              Non-RatedFirst
      Union Instit Cap I (Wells Fargo)
              
              
              2,991
              
              
              
              3,023
              
              
              
              32
              
              
              Baa2(Moodys)/A-(S&P)/A(Fitch)
              
              Baa2(Moodys)/A-(S&P)/A(Fitch)Sky
      Financial Cap Trust III (Huntington)
              
              
              5,000
              
              
              
              3,400
              
              
              
              (1,600
              )
              
              B(S&P)
              
              B(S&P)Total
              
              $
              13,999
              
              
              $
              9,451
              
              
              $
              (4,548
              )Private Label
      CMOsCWHL
      2003-58 2A1
              
              
              2,588
              
              
              
              2,467
              
              
              
              (121
              )
              
              Aaa/*-(Moodys)/AAA(S&P)
              
              Aaa/*-(Moodys)*/AAA(S&P)CMSI
      2004-4 A2
              
              
              207
              
              
              
              255
              
              
              
              48
              
              
              AAA(S&P)/AAA(Fitch)
              
              AAA(S&P)/AAA(Fitch)GSR
      2003-10 2A1
              
              
              5,216
              
              
              
              5,222
              
              
              
              6
              
              
              Aaa/*-(Moodys)/AAA(S&P)
              
              Aaa/*-(Moodys)*/AAA(S&P)RAST
      2003-A15 1A1
              
              
              4,044
              
              
              
              3,931
              
              
              
              (113
              )
              
              AAA(S&P)/AAA(Fitch)
              
              AAA(S&P)/AAA(Fitch)SASC
      2003-31A 3A
              
              
              4,962
              
              
              
              4,712
              
              
              
              (250
              )
              
              A1/*-(Moodys)/AAA(S&P)
              
              A1/*-(Moodys)*/AAA(S&P)WFMBS
      2006-8 A13
              
              
              1,610
              
              
              
              1,517
              
              
              
              (93
              )
              
              B2(Moodys)/B(Fitch)
              
              B2(Moodys)*/B(Fitch)Total
              
              $
              18,627
              
              
              $
              18,104
              
              
              $
              (523
              )




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
**.  The *- indicates a negative watch.





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.  Our review analyzed capital ratios, leverage ratios,
non-performing loan and non-performing asset ratios.





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.




20





During
the third quarter 2010, our review indicated additional other-than-temporary
impairment had occurred on one of our available for sale pooled trust preferred
securities.  The PreTSL XIV security experienced additional credit
deterioration during the third quarter 2010.   The cash flow
analysis for PreTSL XIV assumes a zero recoveries for those accounts in default
and a 10 percent recovery, lagged for two years on deferrals.  The
report also assumes that an additional account totaling $6,000 has a 50 percent
probability of defaulting prior to the next payment date.  This report
shows the present value of cash flows declined quarter over
quarter.  The cash flow analysis shows both the credit component and
the non credit component declined during the third quarter of
2010.  As part of the other-than-temporary impairment review for
PreTSL VI, the cash flow analysis assumed a 10% recovery, lagged for two years
for all issuers except for Bank Atlantic, which incorporates a 20% recovery
lagged for two years.  Based on the review of the third quarter 2010
cash flows for PreTSL VI, it shows the cash flow improved quarter-over-quarter,
thus no additional impairment is required. The  additional credit
component of other-than-temporary impairment recorded in the third quarter 2010
is $585.





We did
not recognize any impairment charges during the third quarter of
2009.





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
third quarter 2010 review, we determined that all four securities were still
performing and, as such, the $4,548 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 September 30, 2010, five of the 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
greater than 90 days continue to move higher in the third quarter of 2010 with
the exception of two securities (CWHL 2003-58 2A1 & GSR 2003-10 2A1), where
the delinquencies greater than 90 days experienced declines quarter over
quarter. The reported cumulative loss for all six securities remained low with
1.092% 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 third
quarter of 2010, while the support on the sixth security didn’t
change.  All six securities continue to maintain a credit support
level that is higher than their 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 that models multiple scenarios
projecting various levels of delinquencies, loss severity rates and different
liquidation time frames. The purpose of the stress test is to account for
increasingly stressful macroeconomic scenarios that take into consideration
various economic stresses, including but not limited to, home prices, gross
domestic product index, and employment data.  Only one of the
securities, WFMBS 2006-8 A13, projected a minimal loss in the extreme
scenario.  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 it is unlikely that the contractual cash
flows will be disrupted.  Therefore, given the performance of these
securities at September 30, 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 $523 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 an additional
other-than-temporary impairment charge of $585 was required for the third
quarter of 2010.  The remainder of the securities portfolio continues
to perform as expected.





The table
below presents a roll forward of the credit losses recognized in earnings for
the period ended September 30, 2010:




21





Ending
      balance December 31, 2009
              
              $
              315Additions
      for amounts related to credit loss for which an other-than-temporary
      impairment was not previously recognized
              
              
              795Reductions
      for amounts related to securities for which the company
      intendsto
      sell or that it will be more likely than not that the company will
      berequired
      to sell prior to recovery of amortized cost basis
              
              
              -Ending
      balance September 30, 2010
              
              $
              1,110




NOTE
4.  LOANS





A summary
of our loans follows:





September
      30,
              
              
              December
      31,2010
              
              
              2009Commercial,
      industrial andagricultural
      loans
              
              $
              419,309
              
              
              $
              602,606Economic
      development loans andother
      obligations of state andpolitical
      subdivisions
              
              
              9,164
              
              
              
              14,773Lease
      financing
              
              
              1,877
              
              
              
              5,579Commercial
      mortgages
              
              
              423,875
              
              
              
              583,123Construction
      and development
              
              
              266,023
              
              
              
              382,068Residential
      mortgages
              
              
              151,086
              
              
              
              232,799Home
      equity lines of credit
              
              
              121,719
              
              
              
              162,934Consumer
      loans
              
              
              63,914
              
              
              
              126,466Loans,
      net of unearned income
              
              $
              1,456,967
              
              
              $
              2,110,348




NOTE
5. ALLOWANCE FOR LOAN LOSSES





Changes
in the allowance for loan losses were as follows for the three and nine months
ended September 30, 2010 and 2009:





SUMMARY
      OF ALLOWANCE FOR LOAN LOSSESThree
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2010
              
              
              2009
              
              
              2010
              
              
              2009Beginning
      Balance
              
              $
              96,221
              
              
              $
              82,309
              
              
              $
              88,670
              
              
              $
              64,437Loans
      charged off
              
              
              (27,359
              )
              
              
              (22,396
              )
              
              
              (80,806
              )
              
              
              (69,226
              )Recoveries
              
              
              437
              
              
              
              538
              
              
              
              2,321
              
              
              
              1,310Provision
      for loan losses
              
              
              26,240
              
              
              
              18,913
              
              
              
              98,220
              
              
              
              82,843Allowance
      related to divested loans sold
              
              
              -
              
              
              
              -
              
              
              
              (12,866
              )
              
              
              -Ending
      Balance
              
              $
              95,539
              
              
              $
              79,364
              
              
              $
              95,539
              
              
              $
              79,364Percent
      of total loans
              
              
              6.56
              %
              
              
              3.60
              %
              
              
              6.56
              %
              
              
              3.60
              %Annualized
      % of average loans:Net
      charge-offs
              
              
              6.43
              %
              
              
              3.74
              %
              
              
              5.52
              %
              
              
              3.80
              %Provision
      for loan losses
              
              
              6.26
              %
              
              
              3.24
              %
              
              
              6.91
              %
              
              
              4.63
              %





The
allowance for loan losses was $95,539 at September 30, 2010, representing 6.56%
of total loans, compared with $88,670 at December 31, 2009, or 4.20% of total
loans and $79,364 at September 30, 2009, or 3.60% of total loans.  The
allowance for loan losses to non-performing loans ratio was 44.9%, compared to
41.3% at December 31, 2009 and 41.8% at September 30, 2009.  At
September 30, 2010, we believe that our allowance appropriately considers
incurred losses in our loan portfolio.  The allowance for divested
loans sold represents the allowance that was transferred to loans held for sale
for loans included in 2010 branch sales.  The beginning balance of the
allowance for loan losses for the three months ended September 30, 2010 of
$96,221, differs from the amount shown as the ending balance of $106,745 in our
second quarter 2010 financial statements.  In our second quarter 2010
financial statements, we did not include the allowance related to divested loans
sold in the loans held for sale balance and recorded the impact of the release
of the allowance for loan losses associated with the loans sold in the second
quarter of 2010 of $2,342 as a reduction of the provision for loan
losses.  During this quarter we reclassified the second and third
quarter loan sale gains of $2,342 and $10,524 from the provision for loan losses
to gain on sale of loans.




22





Total
non-performing loans at September 30, 2010, consisting of nonaccrual loans and
loans 90 days or more past due, were $212,666, a decrease of $2,214 from
December 31, 2009.  Non-performing loans were 14.60% of total loans,
compared to 10.18% at December 31, 2009, and 8.61% at September 30,
2009.  Non-performing assets were 16.60% of total loans and other real
estate owned at September 30, 2010, compared to 11.52% at December 31, 2009 and
9.69% at September 30, 2009.  Both non-performing loans and
non-performing assets declined, but their ratios increased during the third
quarter primarily as a result of the sale of performing loans in the branch and
loan sale transactions.





Occasionally,
we may agree to modify contractual terms of a borrower’s loan. In such cases,
where modifications represent a concession to a borrower experiencing financial
difficulty, the modification is considered a troubled debt restructure (TDR).
Loans modified in a TDR are generally placed on nonaccrual status until we
determine that the future collection of principal and interest is reasonably
assured, which requires that the borrower demonstrate a period of performance in
accordance to the restructured terms of six months or more. At September 30,
2010, loans fitting this description totaled $17,387 compared to $4,266 at
December 31, 2009.





While we
currently have the ability and intent to hold for the foreseeable future loans
that are not classified as held for sale, our problem asset disposition strategy
now contemplates a more rapid disposition of our non-performing assets if and
when opportunities arise.  We may 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.





The
following is a comparison of non-performing assets.





September
      30,
              
              
              December
      31,2010
              
              
              2009Nonaccrual
      loans
              
              $
              212,345
              
              
              $
              210,75390
      days or more past due loans
              
              
              321
              
              
              
              4,127Total
      non-performing loans
              
              $
              212,666
              
              
              
              214,880Trust
      preferred held for trading
              
              
              148
              
              
              
              36Other
      real estate owned
              
              
              34,814
              
              
              
              31,982Total
      non-performing assets
              
              $
              247,628
              
              
              $
              246,898Ratios:Non-performing
      Loans to Loans
              
              
              14.60
              %
              
              
              10.18
              %Non-performing
      Assets to Loans and Other Real Estate Owned
              
              
              16.60
              %
              
              
              11.52
              %Allowance
      for Loan Losses to Non-performing Loans
              
              
              44.92
              %
              
              
              41.26
              %





Changes
in other real estate owned were as follows for the three and nine months ended
September 30, 2010:




SUMMARY
      OF OTHER REAL ESTATE OWNEDThree
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30, 2010
              
              
              September
      30, 2010Beginning
      Balance
              
              $
              33,706
              
              
              $
              31,982Additions
              
              
              8,450
              
              
              
              15,137Sales
              
              
              (2,770
              )
              
              
              (7,204
              )Write-downs
              
              
              (4,538
              )
              
              
              (5,015
              )Other
      changes
              
              
              (34
              )
              
              
              (86
              )Ending
      Balance
              
              $
              34,814
              
              
              $
              34,814




The third
quarter of 2010 included $3,539 in writedowns on two specific real estate
parcels following receipt of updated appraisals.




23




NOTE
6. STRATEGIC PLAN





During
the third quarter, we successfully executed several additional components of the
strategic plan we outlined in the fourth quarter of 2009 to reduce credit risk
and improve our capital ratios.  The key components of that plan, and
our progress during the quarter towards executing them, are as
follows:





·
            We
      continued our exit from the commercial real estate (CRE) lending line of
      business.  During the third quarter, we completed the sale of
      three branch clusters which included the sale of CRE and other non-branch
      generated loans.  We also obtained early repayment of several
      CRE loans and pursued additional loan paydowns and payoffs through a
      modest discount program.  As a result of these initiatives, we
      reduced outstanding CRE loan balances by $139,570, or 16.8%, from June 30,
      2010.  This follows a 9.9% decrease in the second
      quarter.  We continue to evaluate multiple alternatives to sell
      or exchange our performing and nonperforming CRE loans and are working
      with a number of parties interested in purchasing these assets. We also
      increased pricing on $36,656 of commercial credits, from low LIBOR based
      variable rates, to minimum floor rates of at least 4%, during the
      quarter.  We will continue existing initiatives to reduce CRE
      balances and increase pricing on credits we cannot exit throughout
      2010.





·
            We
      continued to narrow our geographic operating footprint through the sale of
      multiple branch clusters.  During the third quarter of 2010,
      Integra Bank completed the sale of twelve banking centers, along with
      groups of non-branch originated commercial and consumer loans, in three
      transactions with First Security Bank, FNB Bank, Inc., and Citizens
      Deposit Bank and Trust.  These transactions included
      approximately $238,157 in loans and $307,724 in deposits, while generating
      deposit premiums of $11,241, after consideration of a write-off of $2,959
      of core deposit intangible assets associated with the deposits
      sold.  These three transactions increased Integra Bank’s Tier 1
      and Total Risk-Based Capital Ratios by approximately 216 basis points, and
      its Tier 1 Leverage Ratio by approximately 87 basis points.  The
      transactions also increased the Company’s Tangible Common Equity to
      Tangible Assets Ratio by approximately 58 basis
      points.   Integra Bank’s Total Risk-Based Capital Ratio was
      9.34% at September 30, 2010, an increase of 101 basis points from June 30,
      2010 and an increase of 134 basis points from March 31,
      2010.  During the second quarter of 2010, we completed branch
      and loan sales to United Community Bank and Cecilian Bank, selling five
      branches, $98,057 in deposits and $86,646 in loans, generating deposit
      premiums of $4,371.  We have nearly achieved our planned reduced
      geographic operating footprint, although we continue to work with
      interested buyers for our four branches in the Chicago
      market.  Excluding that market, our pro-forma operating
      footprint includes forty-eight branches within a one-hundred mile radius
      of Evansville with a genuine focus on community
  banking.





·
            During
      the third quarter of 2010, we experienced higher levels of provision and
      charge-offs than anticipated, as we continued our practice of updating
      appraisals on non-performing assets and adjusted the carrying value of
      these assets, increasing our loan loss provision and OREO expense and
      increasing our loan loss reserves. We continue to pursue aggressive
      disposition strategies for all of these assets which further contributed
      to our significant loan loss provision and increased level of net
      charge-offs during the quarter. We did report the first decrease in
      non-performing assets since the third quarter of 2006 and executed our
      disposition strategies on several of our non-performing assets. We also
      experienced improvement in our delinquencies, which were 1.30% at
      September 30, 2010. Our efforts continue to be focused on reducing our
      level of non-performing assets, improving our capital and liquidity and
      increasing the operating income of our core community banking
      franchise.





·
            Integra
      Bank’s Total Risk-Based Capital Ratio was 9.34%, an increase of 101 basis
      points from June 30, 2010 and an increase of 134 basis points from March
      31, 2010, which maintains Integra Bank’s classification as adequately
      capitalized under the Prompt Corrective Action framework at September 30,
      2010.  The increase resulted from the branch and loan sales and
      loan paydowns, partially offset by the quarter’s net loss.  On
      August 12, 2010, Integra Bank received a Capital Directive from the
      OCC.  Under the terms of the Capital Directive, the Bank is
      required, within 90 days, to achieve and maintain a Total Risk-Based
      Capital Ratio of at least 11.5% of risk-weighted assets and a Tier 1
      Leverage Ratio of at least 8% of adjusted total assets.  We were
      also required to submit to the OCC within 30 days an acceptable Capital
      Plan covering at least a three-year period that describes the means and
      time schedule by which the Bank will achieve the required minimum capital
      ratios, which we provided.  The OCC is completing its review of
      that plan and we continue to review our capital raising initiatives with
      them.  We do not expect that Integra Bank will achieve the
      required capital ratios within the 90 days specified in the Capital
      Directive.  We are keeping the OCC fully informed of our efforts
      to raise capital and we hope to announce more definitive information later
      this year.





·
            We
      are pursuing multiple initiatives to raise new capital.  Working
      with our financial advisor, Keefe, Bruyette & Woods (KBW), we are
      having ongoing discussions with private investors, private equity firms
      and others about investing in our Company.  We engaged an
      independent consultant to evaluate our loan portfolio and to independently
      affirm the valuation and integrity of its administration and are taking
      multiple steps necessary in the capital raising process.  It is
      important that we are able to raise the capital we need and return to
      profitability.  For a discussion of the potential implications
      if we cannot raise the additional capital or return to profitability,
      please see the “Risk Factors” section of this document.  We look
      forward to announcing the results of our capital raising efforts at the
      appropriate time.




24




·
            We
      executed multiple cost reduction initiatives during the second and early
      third quarters of 2010.  Those initiatives included a reduction
      in workforce of personnel not included in the branch sale transactions,
      along with normal attrition, that is expected to result in lower
      annualized personnel costs of approximately $4,000, as well as other
      expense reductions.  Expense reduction of our back-office
      operations is one of the primary components of offsetting the net income
      lost as a result of the divested branches.  We continue reducing
      our costs where possible while taking into consideration the resources
      necessary to execute our strategies, evaluating remaining terms on
      existing contracts and identifying expenses we cannot reduce currently,
      but expect to be able to in 2011 and 2012, such as FDIC insurance,
      examination fees and loan workout and OREO expenses.  These
      efforts will remain ongoing.




The July
2010 transaction with First Security included five branches located in Bowling
Green and Franklin, Kentucky, as well as a pool of indirect consumer, commercial
and CRE loans.  First Security assumed the deposit liabilities of the
five branches and purchased certain branch-related assets, including
loans.  There were $104,929 in loans and $115,110 in deposits
sold.  The sale generated a deposit premium of $5,758, less the
write-off of a core deposit intangible for those branches of $2,959, as well as
a gain on the sale of the loans included in the transaction of
$4,959.  First Security had also agreed, in a second phase, to
purchase single offices located in Paoli, Mitchell and Bedford, Indiana;
however, they were unable to raise the capital necessary to complete this
transaction and paid us a $175 termination fee. The agreement was terminated in
August 2010.  We will retain these three branches in our core
community banking franchise.




The
September 2010 transaction with FNB included three branches located in Cadiz and
Mayfield, Kentucky, along with a pool of commercial, agricultural, consumer and
CRE loans.  FNB assumed deposit liabilities of $118,928 of the three
branches and purchased certain branch-related assets, including
loans.  There were $71,855 in loans sold.  The sale
generated a deposit premium of $6,010, as well as a gain on the sale of the
loans included in the transaction of $2,078.




The
September 2010 transaction with Citizens included four branches located in
Maysville and Mt. Olivet, Kentucky and Ripley and Aberdeen, Ohio, as well as a
pool of commercial and CRE loans.  Citizens assumed the deposit
liabilities of the four branches and purchased certain branch-related assets,
including loans.  There were $61,374 in loans and $73,686 in deposits
sold.  The sale generated a deposit premium of $2,432, as well as a
gain on the sale of the loans included in the transaction of
$2,461.




We also
had a separate loan purchase agreement with Citizens under which we sold $8,297
in commercial loans on June 24, 2010.




NOTE
7. DEPOSITS





The
following table shows deposits by category at September 30, 2010, and December
31, 2009, which included those held for probable branch sales.





September
      30,
              2010
            
            
            December
      31,
              2009Deposits:Non-interest-bearing
            
            $
            227,106
            
            
            $
            270,849Interest
      checking
            
            
            283,115
            
            
            
            416,635Money
      market accounts
            
            
            218,535
            
            
            
            249,490Savings
            
            
            243,444
            
            
            
            342,453Time
      deposits of $100 or more
            
            
            797,423
            
            
            
            623,670Other
      interest-bearing
            
            
            382,947
            
            
            
            462,009$
            2,152,570
            
            
            $
            2,365,106




25




As of
September 30, 2010, the scheduled maturities of time deposits are as
follows:





Time
      Deposit Maturities2010
              
              $
              216,6572011
              
              
              508,4612012
              
              
              265,6082013
              
              
              97,7492014
      and thereafter
              
              
              91,895Total
              
              $
              1,180,370




We had
$393,570 in brokered deposits at September 30, 2010 and $353,050 at December 31,
2009.





NOTE
8. INCOME TAXES





The
income tax benefit for the first nine months of 2010 was $350, 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 $5,970, with $6,959 being recorded to income tax
expense.  This brings our total valuation allowance at September 30,
2010, to $129,842 and represents a continuation of the full valuation allowance
established at December 31, 2009.





NOTE
9. SHORT-TERM BORROWINGS





Short-term
borrowings consist of securities sold under agreements to repurchase and totaled
$55,841 at September 30, 2010 and $62,114 at December 31, 2009.





We must
pledge collateral in the form of mortgage-backed securities or mortgage loans to
secure Federal Home Loan Bank (FHLB) advances.  At September 30, 2010,
we had sufficient collateral pledged to satisfy the collateral
requirements.





26





NOTE
10. LONG-TERM BORROWINGS





Long-term
borrowings consist of the following:




September
      30,
              
              
              December
      31,2010
              
              
              2009Federal
      Home Loan Bank (FHLB) AdvancesFixed
      maturity advances (weighted average rate of 2.77%
      and  2.53%
              
              $
              114,000
              
              
              $
              126,004as
      of September 30, 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 4.60%and
      3.29% as of September 30, 2010 and December 31, 2009,
      respectively)Note
      payable, secured by equipment, with a fixed interest rate of
      7.26%,
              
              
              1,739
              
              
              
              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
              
              $
              348,161
              
              
              $
              361,071





Securities
sold under agreements to repurchase consist of $80,000 in fixed rate national
market repurchase agreements.  A $25,000 variable rate agreement
converted to a 4.565% fixed rate instrument on April 30, 2010. These repurchase
agreements have an average rate of 4.60%, 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.  The amount of collateral pledged September 30,
2010, included $48,011 in cash and $42,763 in securities.





Also
included in long-term borrowings are $114,000 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 $214,556 of mortgage loans and securities under
collateral agreements at September 30, 2010.  Based on this collateral
and our holdings of FHLB stock, we were eligible to borrow additional amounts of
$90,349 at September 30, 2010.





The
floating rate capital securities with a maturity date of July 25, 2031, are
callable at par on July 25, 2011.  Unamortized organizational costs
for these securities were $402 at September 30, 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 $792 at September 30, 2010.




27




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 call premium,
which is based on a percentage of the outstanding principal
balance.  The call at a premium of 0.70% is effective 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 paying
interest on our subordinated debentures, 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 subordinated debentures relating to trust preferred
securities.  This deferral period could extend through September
2014.  The unpaid amounts continue to accrue until paid.





NOTE
11. 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:





September
      30,
              
              
              December
      31,2010
              
              
              2009Commitments
      to extend credit
              
              $
              268,877
              
              
              $
              421,908Standby
      letters of credit
              
              
              16,172
              
              
              
              18,419Non-reimbursable
      standby letters of credit and commitments
              
              
              1,160
              
              
              
              2,014


NOTE
12. 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.





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 1.239% at September 30, 2010.
The swap expires on or prior to January 5, 2016, and had a notional amount of
$4,220 at September 30, 2010.





During
the second quarter of 2006, we initiated an interest rate protection program in
which we earned 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 entered into a variable or fixed
rate loan agreement with our customer in addition to a swap
agreement.  The swap agreement effectively swapped the customer’s
variable rate to a fixed rate or vice versa.  We then entered 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
were structured to offset each other, changes in fair values, while recorded,
have no net earnings impact.  We no longer offer this program for new
commercial loans.




28





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.





September
      30, 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
              
              $
              8,687
              
              
              $
              (9,088
              )
              
              $
              (401
              )
              
              $
              5,963
              
              
              $
              (6,307
              )
              
              $
              (344
              )Derivatives
      not designatedas
      hedging instruments:Mortgage
      banking derivatives
              
              
              397
              
              
              
              (10
              )
              
              
              387
              
              
              
              91
              
              
              
              (109
              )
              
              
              (18
              )


Gains and
losses recognized in income and expense on our mortgage rate locks, which are
derivative instruments not designated as hedging instruments, were a loss of $1
and a gain of $306, for the three and nine months ended September 30, 2010,
respectively.  During the three and nine months ended September 30,
2009, we recognized gains of $186 and $91 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 September 30, 2010 was $11,823.





NOTE
13. SEGMENT INFORMATION





We
operate one reporting 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 origination and
sales; letters of credit; corporate cash management services; insurance products
and services; and complete personal and corporate trust
services.  Other includes the operating results of our parent company
and its reinsurance subsidiary, as well as eliminations.  The
reinsurance subsidiary 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.





For
      three months ended September 30, 2010
              
              Banking
              
              
              Other
              
              
              TotalInterest
      income
              
              $
              22,159
              
              
              $
              25
              
              
              $
              22,184Interest
      expense
              
              
              9,871
              
              
              
              852
              
              
              
              10,723Net
      interest income
              
              
              12,288
              
              
              
              (827
              )
              
              
              11,461Provision
      for loan losses
              
              
              26,240
              
              
              
              -
              
              
              
              26,240Other
      income
              
              
              27,305
              
              
              
              74
              
              
              
              27,379Other
      expense
              
              
              28,565
              
              
              
              231
              
              
              
              28,796Earnings
      (Loss) before income taxes
              
              
              (15,212
              )
              
              
              (984
              )
              
              
              (16,196
              )Income
      taxes (benefit)
              
              
              -
              
              
              
              (42
              )
              
              
              (42
              )Net
      income (loss)
              
              
              (15,212
              )
              
              
              (942
              )
              
              
              (16,154
              )Preferred
      stock dividends and discount accretion
              
              
              -
              
              
              
              1,133
              
              
              
              1,133Net
      income (loss) available to common shareholders
              
              $
              (15,212
              )
              
              $
              (2,075
              )
              
              $
              (17,287
              )




29




For
      nine months ended September 30, 2010
            
            Banking
            
            
            Other
            
            
            TotalInterest
      income
            
            $
            72,972
            
            
            $
            71
            
            
            $
            73,043Interest
      expense
            
            
            30,413
            
            
            
            2,398
            
            
            
            32,811Net
      interest income
            
            
            42,559
            
            
            
            (2,327
            )
            
            
            40,232Provision
      for loan losses
            
            
            98,220
            
            
            
            -
            
            
            
            98,220Other
      income
            
            
            53,226
            
            
            
            210
            
            
            
            53,436Other
      expense
            
            
            73,162
            
            
            
            613
            
            
            
            73,775Earnings
      (Loss) before income taxes
            
            
            (75,597
            )
            
            
            (2,730
            )
            
            
            (78,327
            )Income
      taxes (benefit)
            
            
            (97
            )
            
            
            (253
            )
            
            
            (350
            )Net
      income (loss)
            
            
            (75,500
            )
            
            
            (2,477
            )
            
            
            (77,977
            )Preferred
      stock dividends and discount accretion
            
            
            -
            
            
            
            3,394
            
            
            
            3,394Net
      income (loss) available to common shareholders
            
            $
            (75,500
            )
            
            $
            (5,871
            )
            
            $
            (81,371
            )Segment
      assets
            
            $
            2,621,019
            
            
            $
            6,126
            
            
            $
            2,627,145






For
      three months ended September 30, 2009
              
              Banking
              
              
              Other
              
              
              TotalInterest
      income
              
              $
              29,172
              
              
              $
              30
              
              
              $
              29,202Interest
      expense
              
              
              12,304
              
              
              
              848
              
              
              
              13,152Net
      interest income (loss)
              
              
              16,868
              
              
              
              (818
              )
              
              
              16,050Provision
      for loan losses
              
              
              18,913
              
              
              
              -
              
              
              
              18,913Other
      income
              
              
              14,770
              
              
              
              57
              
              
              
              14,827Other
      expense
              
              
              24,056
              
              
              
              313
              
              
              
              24,369Earnings
      (Loss) before income taxes
              
              
              (11,331
              )
              
              
              (1,074
              )
              
              
              (12,405
              )Income
      tax expense (benefit)
              
              
              2,192
              
              
              
              5,138
              
              
              
              7,330Net
      income (loss)
              
              
              (13,523
              )
              
              
              (6,212
              )
              
              
              (19,735
              )Preferred
      stock dividends and discount accretion
              
              
              -
              
              
              
              1,117
              
              
              
              1,117Net
      income (loss) available to common shareholders
              
              $
              (13,523
              )
              
              $
              (7,329
              )
              
              $
              (20,852
              )




For
      nine months ended September 30, 2009
              
              Banking
              
              
              Other
              
              
              TotalInterest
      income
              
              $
              94,045
              
              
              $
              99
              
              
              $
              94,144Interest
      expense
              
              
              40,969
              
              
              
              2,868
              
              
              
              43,837Net
      interest income (loss)
              
              
              53,076
              
              
              
              (2,769
              )
              
              
              50,307Provision
      for loan losses
              
              
              82,843
              
              
              
              -
              
              
              
              82,843Other
      income
              
              
              15,264
              
              
              
              (5,929
              )
              
              
              9,335Other
      expense
              
              
              81,728
              
              
              
              1,283
              
              
              
              83,011Earnings
      (Loss) before income taxes
              
              
              (96,231
              )
              
              
              (9,981
              )
              
              
              (106,212
              )Income
      tax expense (benefit)
              
              
              (14,078
              )
              
              
              4,126
              
              
              
              (9,952
              )Net
      income (loss)
              
              
              (82,153
              )
              
              
              (14,107
              )
              
              
              (96,260
              )Preferred
      stock dividends and discount accretion
              
              
              -
              
              
              
              2,669
              
              
              
              2,669Net
      income (loss)
              
              $
              (82,153
              )
              
              $
              (16,776
              )
              
              $
              (98,929
              )Segment
      assets
              
              $
              3,251,530
              
              
              $
              6,795
              
              
              $
              3,258,325


NOTE
14. 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.





Integra
Bank’s Total Risk-Based Capital Ratio at September 30, 2010, was 9.34%, an
increase of 101 basis points from June 30, 2010 and an increase of 134 basis
points from March 31, 2010, which maintains Integra Bank’s classification as
adequately capitalized under the Prompt Corrective Action
framework.  The increase resulted from the branch and loan sales and
loan paydowns, partially offset by the quarter’s net loss.  Integra
Bank’s Tier 1 Risk-Based Capital Ratio increased 100 basis points to 8.02% at
September 30, 2010 and its Tier 1 Leverage Ratio decreased 22 basis points to
4.31%.  We were not considered adequately capitalized at the holding
company level at both September 30, 2010 and June 30, 2010, and our Tangible
Common Equity to Tangible Assets Ratio declined 62 basis points to (2.08)%
during the third quarter of 2010.  We expect that any actions we take
to improve the Bank's regulatory capital ratios will also increase the holding
company regulatory capital ratios.  The impact of falling below the
adequately capitalized level at the holding company level does not impact us in
the area of liquidity or result in any additional regulatory restrictions or
limitations.




30





Because
the Bank is not currently classified as “well-capitalized”, our liquidity is
affected in various ways.  Banks that are not “well-capitalized” may
not obtain any new 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 continue to compare the rates we are currently paying
against the national rate caps; all rates remain within those
caps.  We have made changes in product design and established a new
source for retail certificates of deposit that has significantly mitigated the
risk associated with potential deposit runoff associated with the rate
restriction requirement.  At this time there has been no material
impact to our deposit balances resulting from the rate caps.  Failure
to comply with the Capital Directive may adversely affect Integra Bank’s ability
to accept and maintain public fund deposits.





On August
12, 2010, Integra Bank received a Capital Directive from the
OCC.  Under the terms of the Capital Directive, the Bank is required,
within 90 days, to achieve and maintain a Total Risk-Based Capital Ratio of at
least 11.5% of risk-weighted assets and a Tier 1 Leverage Ratio of at least 8%
of adjusted total assets.  We were also required to submit to the OCC
within 30 days an acceptable Capital Plan covering at least a three-year period
that describes the means and time schedule by which the Bank will achieve the
required minimum capital ratios.  The plan was
provided.  The OCC is completing its review of that plan and we
continue to review our capital raising initiatives with them.





The
Capital Directive also specifies that the Bank may only pay a dividend to the
Company when the Bank is in compliance with the Capital Directive and will
remain in compliance immediately following payment of the dividend and when the
OCC determines in writing that it has no supervisory objection to payment. We
have suspended dividend payments on our common and preferred
stock.  At September 30, 2010, we have $4,702 of accrued but unpaid
dividends on our preferred stock, which were included in the computation of the
liquidation preference amount on the consolidated balance sheet.





We do not
expect that Integra Bank will achieve the required capital ratios within the 90
days specified in the Capital Directive.  We are keeping the OCC fully
informed of our efforts to raise capital and we hope to announce more definitive
information later this year.  We are working closely with our advisor,
KBW as we execute these efforts and hope to report continued increases in the
bank’s Total Risk-Based Capital Ratio, as well as increases in its Tier 1
Leverage Ratio to and above the levels outlined in the Capital
Directive.




31


The
regulatory capital ratios for us and the Bank are shown
below.


MinimumMinimum
      Ratios For Capital
              
              
              Capital
      RatiosActual
              
              
              Adequacy
      Purposes
              
              
              Under
      Capital DirectiveAmount
              
              
              Ratio
              
              
              Amount
              
              
              Ratio
              
              
              Amount
              
              
              RatioAs
      of September 30, 2010Total
      Capital (to Risk Weighted Assets)Consolidated
              
              $
              68,089
              
              
              
              4.30
              %
              
              $
              126,541
              
              
              
              8.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              144,352
              
              
              
              9.34
              %
              
              
              123,678
              
              
              
              8.00
              %
              
              
              177,787
              
              
              
              11.50
              %Tier
      1 Capital (to Risk Weighted Assets)Consolidated
              
              $
              34,044
              
              
              
              2.15
              %
              
              $
              63,270
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              123,985
              
              
              
              8.02
              %
              
              
              61,839
              
              
              
              4.00
              %
              
              
              92,759
              
              
              
              6.00
              %Tier
      1 Capital (to Average Assets)Consolidated
              
              $
              34,044
              
              
              
              1.18
              %
              
              $
              115,270
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              123,985
              
              
              
              4.31
              %
              
              
              115,028
              
              
              
              4.00
              %
              
              
              244,434
              
              
              
              8.50
              %As
      of December 31, 2009Total
      Capital (to Risk Weighted Assets)Consolidated
              
              $
              221,590
              
              
              
              9.94
              %
              
              $
              178,377
              
              
              
              8.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              224,127
              
              
              
              10.05
              %
              
              
              178,377
              
              
              
              8.00
              %
              
              
              222,971
              
              
              
              10.00
              %Tier
      1 Capital (to Risk Weighted Assets)Consolidated
              
              $
              137,658
              
              
              
              6.17
              %
              
              $
              89,189
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              195,416
              
              
              
              8.76
              %
              
              
              89,188
              
              
              
              4.00
              %
              
              
              133,783
              
              
              
              6.00
              %Tier
      1 Capital (to Average Assets)Consolidated
              
              $
              137,658
              
              
              
              4.43
              %
              
              $
              124,397
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              195,416
              
              
              
              6.30
              %
              
              
              124,136
              
              
              
              4.00
              %
              
              
              155,170
              
              
              
              5.00
              %





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.  References to the terms
“we”, “us”, “our”, and the “Company” refer to Integra Bank Corporation and its
subsidiaries unless the context indicates otherwise.  References to
the “Bank” or “Integra Bank” are to our subsidiary, Integra Bank
N.A.





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,”
“hope,” 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 following risks and
uncertainties: the results of examinations of us and the Bank by bank regulatory
authorities, including the possibility that any such regulatory authority may,
among other things, institute additional formal or informal enforcement actions
against us or the Bank which could require us to increase our reserve for loan
losses, write-down assets, change our regulatory capital position or affect our
ability to borrow funds or maintain or increase deposits, which could adversely
affect our liquidity and earnings; the requirements of the Capital Directive
issued to the Bank and other agreements between us and the bank regulatory
authorities and the possibility that we and the Bank will be unable to fully
comply with such requirements, which could result in the imposition of
additional enforcement actions, requirements or restrictions; our ability to
improve the quality of our assets and maintain an adequate allowance for loan
losses; the adverse impact that the Bank’s capital ratios may have on the
availability of funding sources, including brokered deposits and public funds;
the risks presented by continued unfavorable economic conditions in our market
area, which could continue to adversely affect credit quality, collateral
values, including real estate collateral and OREO properties, investment values,
liquidity and loan originations, reserves for loan losses and charge offs of
loans and loan portfolio delinquency rates; changes in the interest rate
environment that reduce our net interest margin and negatively affect funding
sources; we may be compelled to seek additional capital in the future to augment
capital levels or ratios or improve liquidity, but capital or liquidity may not
be available when needed or on acceptable terms; the impact of our suspension of
dividends on our outstanding preferred stock and deferral of payments on our
subordinated debentures relating to our outstanding trust preferred securities;
our ability to regain compliance with the minimum bid requirement necessary to
retain the listing of our common stock on the Nasdaq Stock Market; competitive
pressures among depository institutions; effects of critical accounting policies
and judgments; changes in accounting policies or procedures as may be required
by the financial institution regulatory agencies or the Financial Accounting
Standards Board; legislative or regulatory changes or actions, including
financial reform legislation, or significant litigation that adversely affects
us or our business; changes to the regulatory capital treatment of our
outstanding trust preferred securities; future legislative or regulatory changes
in the United States Department of Treasury’s Troubled Asset Relief Program
Capital Purchase Program; our ability to attract and retain key personnel; our
ability to secure confidential information through our computer systems and
telecommunications network; and other factors we describe in the periodic
reports and other documents we file with the SEC.




32





Readers
of this report are cautioned not to place undue reliance on these
forward-looking statements.  While we believe the assumptions on which
the forward-looking statements are based are reasonable, there can be no
assurance that these forward-looking statements will prove to be
accurate.  This cautionary statement is applicable to all
forward-looking statements contained in this report. We disclaim any intention
or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be set
forth in our periodic reports and our other filings with the Securities and
Exchange Commission.





OVERVIEW





We made
substantive progress in executing our strategic recovery plan during the third
quarter.  Positive developments impacting the third quarter of 2010
included:





·
            The
      completion of three multi-branch and loan sale transactions, which
      generated deposit premiums of $11,241, after consideration of a write-off
      of $2,959 of core deposit intangible assets, as well as a net gain on the
      loans sold in those transactions of $9,498.  These transactions
      helped improve Integra Bank's Total Risk-Based Capital Ratio by 101 basis
      points to 9.34% from 8.33% at June 30,
2010;





·
            a
      6.6% decline in total non-performing assets from June 30, 2010 – the first
      decline reported since the third quarter of 2006;
  and





·
            continued
      reduction of our concentration in commercial real estate loans, including
      construction and land development, which declined $139,570, or 16.8%, from
      the prior quarter end.





Earnings
for the third quarter were negatively impacted by the deterioration of
valuations of commercial real estate, particularly for unimproved land held as
other real estate owned (“OREO”).   Our loss for the third
quarter was $17,287, or $0.84 per diluted share, compared to $10,205, or $0.49
per diluted share for the second quarter of 2010.  The primary factors
contributing to the loss for the third quarter of 2010 include:





·
            a
      provision for loan losses of
$26,240;





·
            net
      charge-offs of $26,922, or 6.43% of total loans on an annualized
      basis;





·
            loan
      and OREO expense of $5,813 primarily resulting from a writedown of $3,539
      on two specific real estate parcels following updated appraisals;
      and





·
            legal
      and investment banking fees of $2,146 arising from the branch sales
      completed during the quarter.





During
the third quarter, we also continued to reduce credit risk and improve our
capital ratios.  The key components of our progress during the quarter
are as follows:





·
            During
      the third quarter, Integra Bank completed the sale of twelve banking
      centers, along with groups of non-branch originated commercial and
      consumer loans, in three transactions with First Security Bank, FNB Bank,
      Inc., and Citizens Deposit Bank and Trust.  These transactions
      included approximately $238,157 in loans and $307,724 in deposits, while
      generating deposit premiums of $11,241, after consideration of a write-off
      of $2,959 of core deposit intangible assets arising from the
      transaction.  We also recorded a gain of $9,498 on the sale of
      the loans, which included loans originated in the branches sold, as well
      as additional loans meant to generally balance the level of deposits and
      loans sold.  The loans were generally sold at face value, and
      the gain arose primarily from the amount of the allowance for loan losses
      allocated to the loans sold.  As all loans were performing, no
      specific allowance amounts were associated with any individual
      loans.  The amount of the allowance for loan losses allocated
      was based on the loss factors used for the loan pools in which the loans
      sold were previously classified.  During the second quarter of
      2010, we also sold branches, deposits and loans.  We previously
      recorded the impact of the release of the allowance for loan losses
      associated with the loans sold as a reduction of the provision for loan
      losses.  After discussions with our auditors, during this
      quarter, we reclassified this amount of $2,342 from the provision for loan
      losses to gain on sale of loans.




33




·
            The
      three third quarter 2010 transactions increased Integra Bank’s Tier 1 and
      Total Risk-Based regulatory capital ratios by approximately 216 basis
      points, and its Tier 1 Leverage Ratio by approximately 87 basis
      points.  The third quarter transactions also increased the
      Company’s Tangible Common Equity to Tangible Assets Ratio by approximately
      58 basis points.   Integra Bank’s Total Risk-Based Capital
      Ratio was 9.34% at September 30, 2010, an increase of 101 basis points
      from June 30, 2010 and an increase of 134 basis points from March 31,
      2010.




·
            We
      are pursuing multiple initiatives in our plan to raise new
      capital.  Working with our financial advisor, Keefe, Bruyette
      & Woods (KBW), we are having ongoing discussions with private
      investors, private equity firms and others about investing in our
      Company.  We engaged an independent consultant to evaluate our
      loan portfolio and to independently affirm the valuation and integrity of
      its administration.  We look forward to announcing the results
      of those efforts at the appropriate
time.





·
            We
      continued our planned exit from the CRE lending line of
      business.  The three third quarter branch transactions included
      the sale of CRE and other non-branch generated loans.  We also
      obtained early repayment of several loans and pursued additional loan
      paydowns and payoffs through a modest discount program.  As a
      result of these initiatives, we reduced outstanding CRE loan balances at
      September 30, 2010 by $139,570, or 16.8%, from those at June 30,
      2010.  This follows a 9.9% decrease in the second
      quarter.  We continue to evaluate alternatives to sell or
      exchange our performing and nonperforming CRE loans and are working with a
      number of parties interested in purchasing these assets.  We
      anticipate announcing sales of some of these assets during the fourth
      quarter of 2010.





·
            During
      the third quarter of 2010, we experienced higher levels of provision and
      charge-offs than anticipated, as we continued our practice of updating
      appraisals on non-performing assets and adjusted the carrying value of
      these assets, increasing our loan loss provision and OREO expense and
      increasing our loan loss reserves. We continues to pursue aggressive
      disposition strategies for all of these assets which further contributed
      to our significant loan loss provision and increased level of net
      charge-offs during the quarter. We did report that first decrease in
      non-performing assets since the third quarter of 2006 and executed our
      disposition strategies on several of our non-performing assets. We also
      experienced improvement in our delinquencies, which were 1.30% at
      September 30, 2010. Our efforts continue to be focused on reducing our
      level of non-performing assets, improving our capital and liquidity and
      increasing the operating income of our core community banking
      franchise.





·
            We
      completed implementation of Regulation E and were successful in minimizing
      its potential impact to our fee income by communicating with customers and
      educating them on its potential impact.  The new rules did
      adversely impact our non-sufficient funds and overdraft income during the
      third quarter of 2010 and we expect them to continue to do
      so.  We have seen an increase in new checking account openings,
      as we have continued to offer service charge free checking products
      similar to those we offered prior to the effective date of Regulation
      E.  We expect that those new accounts and account balances will
      generate financial benefits to help offset the impact of the new overdraft
      regulations.




The net
loss available to common shareholders for the third quarter of 2010 was $17,287,
or $0.84 per diluted share, compared to $10,205, or $0.49 per diluted share for
the second quarter of 2010.  The provision for loan losses was
$26,240, up $6,960 from $19,280 during the second quarter of 2010, while net
charge-offs for the third quarter totaled $26,922, or 6.43% of total loans on an
annualized basis, a $14,748 increase from $12,174, or 2.49% of total loans
annualized for the second quarter of 2010.  The net interest margin
was 2.08% for the third quarter of 2010 compared with 2.32% for the second
quarter of 2010.  The second quarter also included net deposit
premiums of $11,241.





The
allowance to total loans was 6.56% at September 30, 2010, while the allowance to
non-performing loans was 45%.  The increase in the allowance for loan
losses to total loans is due in part to the reduction in the loan portfolio
resulting from the third quarter branch sale transactions and other payoffs and
paydowns of performing loans.  Non-performing loans decreased $18,651
to $212,666, or 14.6% of total loans, compared to $231,317, or 12.8% of total
loans, including loans held for the branch divestitures pending at June 30,
2010.  The decrease in non-performing loans was primarily due to a
decline in the amount of additional loans being classified as non-performing,
coupled with net charge-offs of $26,922.  Non-performing assets
declined $17,455 or 6.6% from June 30, 2010 and were $247,628.




34





Net
interest income was $11,461 for the third quarter of 2010, compared to $13,911
for the second quarter of 2010, while the net interest margin decreased 24 basis
points to 2.08%.  The decline in net interest income reflects the
lower amount of earning assets and related funding that resulted from the second
and third quarter branch sales.  The yield on earning assets decreased
19 basis points during the third quarter of 2010, while liability costs
decreased by 3 basis points.  The decrease in the net interest margin
was primarily due to the lower level of earning assets, lower securities yields
and an increase in average cash levels of $84,615, partially offset by lower
retail funding costs.





Our
provision for loan losses increased from $19,280 for the second quarter of 2010
to $26,240, primarily as a result of receipt of updated appraisals on properties
securing non-performing loans that resulted in higher specific reserves,
increasing our loan loss provision.





Non-interest
income was $27,379 for the third quarter of 2010, compared to $18,467 for the
second quarter, and included $11,241 of premiums on sales of deposits realized
from the third quarter branch sales, net of a core deposit intangible write-off
of $2,959 and net gains on the sale of loans sold in branch sales of
$9,498.  Partially offsetting these increases were
other-than-temporary securities impairment of $585 and a decline in deposit
service charges of $874 from the second quarter.  The second quarter
of 2010 included $4,371 of premiums on sales of deposits realized from the
second quarter branch sales, gains on loans sold in those branch sales of $2,342
and securities gains of $3,351.





Non-interest
expense was $28,796 for the third quarter of 2010, compared to $22,486 for the
second quarter.  Loan and other real estate owned expenses increased
$4,409 to $5,813 and included $4,537, of writedowns to assets within that
portfolio.  Non-interest expense for the third quarter also included
legal and investment banking fees related to the third quarter branch sales of
$2,146.





We
recognized $6,959 of additional valuation allowance expense during the third
quarter of 2010 to offset the tax benefit which resulted from our reported
loss.





Commercial
loan average balances decreased $199,576 in the third quarter of 2010, including
a decline in commercial real estate and construction and land development loans
of $143,449.  Commercial real estate loan balances, including
construction and land development, at September 30 were $689,898, $139,570 or
16.8% less than the June 30 balance of $829,468.  Low cost deposit
average balances decreased $134,137 during the third quarter of 2010, primarily
due to the effect of the second and third quarter branch sales.





Due to
the uncertainty in the financial markets, we continued to maintain a higher
level of liquidity during the third quarter of 2010.  Cash and due
from bank average balances increased $84,615, or 15.8%, during the third quarter
of 2010 to $618,551.  We anticipate reducing the average balance of
cash as we execute our plan to improve our regulatory capital
ratios.





On August
12, 2010, Integra Bank received a Capital Directive from the
OCC.  Under the terms of the Capital Directive, the Bank is required,
within 90 days, to achieve and maintain a Total Risk-Based Capital Ratio of at
least 11.5% of risk-weighted assets and a Tier 1 Leverage Ratio of at least 8%
of adjusted total assets.  We were also required to submit to the OCC
within 30 days an acceptable Capital Plan covering at least a three-year period
that describes the means and time schedule by which the Bank will achieve the
required minimum capital ratios, which we provided.  The OCC is
completing its review of that plan and we continue to review our capital raising
initiatives with them.





The
Capital Directive also specifies that the Bank may only pay a dividend to the
Company when the Bank is in compliance with the Capital Directive and will
remain in compliance immediately following payment of the dividend and when the
OCC determines in writing that it has no supervisory objection to
payment.





We do not
expect that Integra Bank will achieve the required capital ratios within the 90
days specified in the Capital Directive.  We are keeping the OCC fully
informed of our efforts to raise capital and we hope to announce more definitive
information later this year.




Integra
Bank’s Total Risk-Based Capital Ratio was 9.34%, an increase of 101 basis points
from June 30, 2010 and an increase of 134 basis points from March 31, 2010,
which maintains Integra Bank’s classification as adequately capitalized at
September 30, 2010 under the Prompt Corrective Action framework.  The
increase resulted from the branch and loan sales and loan paydowns, partially
offset by the quarter’s net loss.  Integra Bank’s Tier 1 Risk-Based
Capital Ratio increased 100 basis points to 8.02% in the third quarter of 2010
and its Tier 1 Leverage Ratio decreased 22 basis points to 4.31%.  We
were not considered adequately capitalized at the holding company level at both
September 30, 2010 and June 30, 2010 and our Tangible Common Equity to Tangible
Assets Ratio declined 62 basis points to (2.08)% during the second quarter of
2010.




35




Our plans
for the fourth quarter of 2010 include the following:




·
            raise
      additional capital by selling common or preferred equity in private
      transactions and recapitalizing other elements of our capital
      structure;




·
            use
      a portion of any new capital, reduce non-performing assets through a bulk
      sale to distressed asset buyers and redeem higher cost wholesale
      indebtedness;




·
            continue
      to reduce our concentration in commercial real estate credit exposure
      through the sale of performing and non-performing commercial real estate
      loans;




·
            continue
      to reduce non-performing assets and our overall credit
      exposure;




·
            continue
      efforts to identify a purchaser for our four Chicago branches and execute
      that sale in the first half of
2011;




·
            execute
      additional expense reduction initiatives to better match our levels of
      infrastructure and overhead with our reduced revenue base;
    and




·
            market
      our services to community banking customers in our core market area that
      we will serve going forward and make continual adjustments to increase
      profitability.




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 $4,589, or 28.6%, to $11,461 for the three months
ended September 30, 2010, from $16,050 for the three months ended September 30,
2009, and $10,075, or 20.0%, to $40,232 for the nine months ended September 30,
2010, from $50,307 for the nine months ended September 30, 2009. The net
interest margin for the three months ended September 30, 2010, was 2.08%
compared to 2.35% for the same three months of 2009, while the margin for the
nine months ended September 30, 2010, was 2.28%, as compared to 2.36% for the
nine months ended September 30, 2009.  The yield on earning assets
decreased 22 basis points to 4.00% for the third quarter of 2010, compared to
the same quarter in 2009, while the cost of interest-bearing liabilities
decreased 19 basis points to 1.67%.





The
primary components of the changes in margin and net interest income to the third
quarter of 2010, as compared to the third quarter of 2009 were as
follows:





·
            Average
      loan yields increased 7 basis points to 4.25% for the quarter ended
      September 30, 2010, from 4.18% in the quarter ended September 30, 2009,
      led by an increase in commercial loan yields of 16 basis points to
      3.78%.  The increase in yields for commercial loans was largely
      the result of an initiative to increase minimum rates on new and renewing
      variable rate loans.  At September 30, 2010, $244,301, or 30.5%
      of our variable rate commercial loans had interest rate floors of at least
      4.00%.  At September 30, 2010, approximately 33% of our variable
      rate loans are tied to prime, 56% to LIBOR and 11% to other floating rate
      indices.  Approximately 55% of all loans were variable rate at
      September 30, 2010.  The impact of total non-accrual loans on
      the net interest margin has continually increased since early 2008, and
      was 59 basis points for the third quarter of 2010, up from 44 basis points
      for the third 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 124 basis points to 3.18% due primarily to a
      shift in securities to lower yielding GNMA securities and U.S. Treasuries,
      which carry a zero percent risk weight, reducing the amount of our
      risk-weighted assets and improving our risk-based capital
      ratios.





·
            Average
      earning assets decreased $571,557, or 20.5%, as average loan balances
      decreased $656,972, partially offset by an increase of $90,565 in average
      securities.  The decrease in loans was caused by the 2009 and
      2010 branch and loan sales and other paydowns and payoffs, as well as by
      charge-offs.





The
decline in interest rates since 2008 resulted in lower liabilities costs. The
average rate paid on interest bearing liabilities was 1.67% for the third
quarter of 2010, a 19 basis point decline from the third quarter of
2009.  Time deposit rates declined 63 basis points, money market rates
declined 34 basis points, and savings deposit rates decreased 72 basis
points.  The average rate paid on short-term sources of funds other
than time and transaction deposits, which include repurchase agreements, FHLB
advances and other sources, decreased from 0.52% to 0.37% for the quarter ended
September 30, 2010, as compared to the quarter ended September 30,
2009.  Decreases in these funding sources included  $83,370
in Term Auction Facility (TAF) borrowings, $48,696 in short-term FHLB
borrowings, and $12,494 in customer repurchase agreements.  The rate
on long-term borrowings increased from 2.70% to 3.37%, primarily due to the
conversion of previously floating rate repurchase agreements to higher fixed
rates and the maturity of a low rate FHLB advance.





36




AVERAGE
      BALANCE SHEET AND ANALYSIS OF NET INTEREST INCOMEFor
      Three Months Ended September 30,
                                                
                                                2010
                                                
                                                
                                                2009Average
                                                
                                                
                                                Interest
                                                
                                                
                                                Yield/
                                                
                                                
                                                Average
                                                
                                                
                                                Interest
                                                
                                                
                                                Yield/EARNING
      ASSETS:
                                                
                                                Balances
                                                
                                                
                                                &
      Fees
                                                
                                                
                                                Cost
                                                
                                                
                                                Balances
                                                
                                                
                                                &
      Fees
                                                
                                                
                                                CostShort-term
      investments
                                                
                                                $
                                                50,015
                                                
                                                
                                                $
                                                395
                                                
                                                
                                                
                                                3.13
                                                %
                                                
                                                $
                                                46,270
                                                
                                                
                                                $
                                                272
                                                
                                                
                                                
                                                2.33
                                                %Loans
      held for sale
                                                
                                                
                                                3,075
                                                
                                                
                                                
                                                29
                                                
                                                
                                                
                                                3.77
                                                %
                                                
                                                
                                                8,977
                                                
                                                
                                                
                                                89
                                                
                                                
                                                
                                                3.97
                                                %Securities
                                                
                                                
                                                477,197
                                                
                                                
                                                
                                                3,797
                                                
                                                
                                                
                                                3.18
                                                %
                                                
                                                
                                                386,632
                                                
                                                
                                                
                                                4,257
                                                
                                                
                                                
                                                4.42
                                                %Regulatory
      Stock
                                                
                                                
                                                26,144
                                                
                                                
                                                
                                                135
                                                
                                                
                                                
                                                2.06
                                                %
                                                
                                                
                                                29,137
                                                
                                                
                                                
                                                337
                                                
                                                
                                                
                                                4.63
                                                %Loans
                                                
                                                
                                                1,662,169
                                                
                                                
                                                
                                                17,975
                                                
                                                
                                                
                                                4.25
                                                %
                                                
                                                
                                                2,319,141
                                                
                                                
                                                
                                                24,669
                                                
                                                
                                                
                                                4.18
                                                %Total
      earning assets
                                                
                                                
                                                2,218,600
                                                
                                                
                                                $
                                                22,331
                                                
                                                
                                                
                                                4.00
                                                %
                                                
                                                
                                                2,790,157
                                                
                                                
                                                $
                                                29,624
                                                
                                                
                                                
                                                4.22
                                                %Allowance
      for loan loss
                                                
                                                
                                                (100,301
                                                )
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                (81,746
                                                )Other
      non-earning assets
                                                
                                                
                                                770,182
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                641,048TOTAL
      ASSETS
                                                
                                                $
                                                2,888,481
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                3,349,459INTEREST-BEARING
      LIABILITIES:DepositsSavings
      and interest-bearing demand
                                                
                                                $
                                                625,194
                                                
                                                
                                                $
                                                626
                                                
                                                
                                                
                                                0.40
                                                %
                                                
                                                $
                                                772,901
                                                
                                                
                                                $
                                                1,684
                                                
                                                
                                                
                                                0.86
                                                %Money
      market accounts
                                                
                                                
                                                244,911
                                                
                                                
                                                
                                                551
                                                
                                                
                                                
                                                0.89
                                                %
                                                
                                                
                                                303,573
                                                
                                                
                                                
                                                943
                                                
                                                
                                                
                                                1.23
                                                %Certificates
      of deposit and other time
                                                
                                                
                                                1,273,821
                                                
                                                
                                                
                                                6,497
                                                
                                                
                                                
                                                2.02
                                                %
                                                
                                                
                                                1,157,820
                                                
                                                
                                                
                                                7,729
                                                
                                                
                                                
                                                2.65
                                                %-
                                                
                                                
                                                
                                                -Total
      interest-bearing deposits
                                                
                                                
                                                2,143,926
                                                
                                                
                                                
                                                7,674
                                                
                                                
                                                
                                                1.42
                                                %
                                                
                                                
                                                2,234,294
                                                
                                                
                                                
                                                10,356
                                                
                                                
                                                
                                                1.84
                                                %Short-term
      borrowings
                                                
                                                
                                                59,086
                                                
                                                
                                                
                                                54
                                                
                                                
                                                
                                                0.37
                                                %
                                                
                                                
                                                203,646
                                                
                                                
                                                
                                                268
                                                
                                                
                                                
                                                0.52
                                                %Long-term
      borrowings
                                                
                                                
                                                348,329
                                                
                                                
                                                
                                                2,995
                                                
                                                
                                                
                                                3.37
                                                %
                                                
                                                
                                                366,917
                                                
                                                
                                                
                                                2,528
                                                
                                                
                                                
                                                2.70
                                                %Total
      interest-bearing liabilities
                                                
                                                
                                                2,551,341
                                                
                                                
                                                $
                                                10,723
                                                
                                                
                                                
                                                1.67
                                                %
                                                
                                                
                                                2,804,857
                                                
                                                
                                                $
                                                13,152
                                                
                                                
                                                
                                                1.86
                                                %Non-interest
      bearing deposits
                                                
                                                
                                                250,313
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                286,154Other
      noninterest-bearing liabilities andshareholders'
      equity
                                                
                                                
                                                86,827
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                258,448TOTAL
      LIABILITIES ANDSHAREHOLDERS'
      EQUITY
                                                
                                                $
                                                2,888,481
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                3,349,459Interest
      income/earning assets
                                                
                                                
                                                
                                                
                                                
                                                $
                                                22,331
                                                
                                                
                                                
                                                4.00
                                                %
                                                
                                                
                                                
                                                
                                                
                                                $
                                                29,624
                                                
                                                
                                                
                                                4.22
                                                %Interest
      expense/earning assets
                                                
                                                
                                                
                                                
                                                
                                                
                                                10,723
                                                
                                                
                                                
                                                1.92
                                                %
                                                
                                                
                                                
                                                
                                                
                                                
                                                13,152
                                                
                                                
                                                
                                                1.87
                                                %Net
      interest income/earning assets
                                                
                                                
                                                
                                                
                                                
                                                $
                                                11,608
                                                
                                                
                                                
                                                2.08
                                                %
                                                
                                                
                                                
                                                
                                                
                                                $
                                                16,472
                                                
                                                
                                                
                                                2.35
                                                %Tax
      exempt income presented on a tax equivalent basis based on a 35% federal
      tax rate.Federal
      tax equivalent adjustments on securities are $106 and $319 for 2010 and
      2009, respectively.Federal
      tax equivalent adjustments on loans are $41 and $103 for 2010 and 2009,
      respectively.




37





AVERAGE
      BALANCE SHEET AND ANALYSIS OF NET INTEREST INCOMEFor
      Nine Months Ended September 30,
                                              
                                              2010
                                              
                                              
                                              2009Average
                                              
                                              
                                              Interest
                                              
                                              
                                              Yield/
                                              
                                              
                                              Average
                                              
                                              
                                              Interest
                                              
                                              
                                              Yield/EARNING
      ASSETS:
                                              
                                              Balances
                                              
                                              
                                              &
      Fees
                                              
                                              
                                              Cost
                                              
                                              
                                              Balances
                                              
                                              
                                              &
      Fees
                                              
                                              
                                              CostShort-term
      investments
                                              
                                              $
                                              49,775
                                              
                                              
                                              $
                                              941
                                              
                                              
                                              
                                              2.53
                                              %
                                              
                                              $
                                              15,948
                                              
                                              
                                              $
                                              539
                                              
                                              
                                              
                                              4.52
                                              %Loans
      held for sale
                                              
                                              
                                              2,750
                                              
                                              
                                              
                                              87
                                              
                                              
                                              
                                              4.21
                                              %
                                              
                                              
                                              9,274
                                              
                                              
                                              
                                              319
                                              
                                              
                                              
                                              4.59
                                              %Securities
                                              
                                              
                                              411,128
                                              
                                              
                                              
                                              11,294
                                              
                                              
                                              
                                              3.66
                                              %
                                              
                                              
                                              487,195
                                              
                                              
                                              
                                              17,570
                                              
                                              
                                              
                                              4.81
                                              %Regulatory
      Stock
                                              
                                              
                                              27,044
                                              
                                              
                                              
                                              542
                                              
                                              
                                              
                                              2.68
                                              %
                                              
                                              
                                              29,142
                                              
                                              
                                              
                                              1,015
                                              
                                              
                                              
                                              4.64
                                              %Loans
                                              
                                              
                                              1,900,223
                                              
                                              
                                              
                                              60,672
                                              
                                              
                                              
                                              4.23
                                              %
                                              
                                              
                                              2,392,606
                                              
                                              
                                              
                                              76,328
                                              
                                              
                                              
                                              4.23
                                              %Total
      earning assets
                                              
                                              
                                              2,390,920
                                              
                                              
                                              $
                                              73,536
                                              
                                              
                                              
                                              4.11
                                              %
                                              
                                              
                                              2,934,165
                                              
                                              
                                              $
                                              95,771
                                              
                                              
                                              
                                              4.36
                                              %Allowance
      for loan loss
                                              
                                              
                                              (100,571
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              (76,661
                                              )Other
      non-earning assets
                                              
                                              
                                              656,744
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              596,366TOTAL
      ASSETS
                                              
                                              $
                                              2,947,093
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              3,453,870INTEREST-BEARING
      LIABILITIES:DepositsSavings
      and interest-bearing demand
                                              
                                              $
                                              711,105
                                              
                                              
                                              $
                                              2,890
                                              
                                              
                                              
                                              0.54
                                              %
                                              
                                              $
                                              700,643
                                              
                                              
                                              $
                                              4,791
                                              
                                              
                                              
                                              0.91
                                              %Money
      market accounts
                                              
                                              
                                              255,773
                                              
                                              
                                              
                                              1,884
                                              
                                              
                                              
                                              0.99
                                              %
                                              
                                              
                                              321,987
                                              
                                              
                                              
                                              3,289
                                              
                                              
                                              
                                              1.37
                                              %Certificates
      of deposit and other time
                                              
                                              
                                              1,206,066
                                              
                                              
                                              
                                              19,485
                                              
                                              
                                              
                                              2.16
                                              %
                                              
                                              
                                              1,222,809
                                              
                                              
                                              
                                              26,222
                                              
                                              
                                              
                                              2.87
                                              %Total
      interest-bearing deposits
                                              
                                              
                                              2,172,944
                                              
                                              
                                              
                                              24,259
                                              
                                              
                                              
                                              1.49
                                              %
                                              
                                              
                                              2,245,439
                                              
                                              
                                              
                                              34,302
                                              
                                              
                                              
                                              2.04
                                              %Short-term
      borrowings
                                              
                                              
                                              60,788
                                              
                                              
                                              
                                              151
                                              
                                              
                                              
                                              0.33
                                              %
                                              
                                              
                                              271,951
                                              
                                              
                                              
                                              1,614
                                              
                                              
                                              
                                              0.78
                                              %Long-term
      borrowings
                                              
                                              
                                              352,187
                                              
                                              
                                              
                                              8,401
                                              
                                              
                                              
                                              3.15
                                              %
                                              
                                              
                                              369,878
                                              
                                              
                                              
                                              7,921
                                              
                                              
                                              
                                              2.82
                                              %Total
      interest-bearing liabilities
                                              
                                              
                                              2,585,919
                                              
                                              
                                              $
                                              32,811
                                              
                                              
                                              
                                              1.70
                                              %
                                              
                                              
                                              2,887,268
                                              
                                              
                                              $
                                              43,837
                                              
                                              
                                              
                                              2.03
                                              %Non-interest
      bearing deposits
                                              
                                              
                                              260,713
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              291,005Other
      noninterest-bearing liabilities andshareholders'
      equity
                                              
                                              
                                              100,461
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              275,597TOTAL
      LIABILITIES ANDSHAREHOLDERS'
      EQUITY
                                              
                                              $
                                              2,947,093
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              3,453,870Interest
      income/earning assets
                                              
                                              
                                              
                                              
                                              
                                              $
                                              73,536
                                              
                                              
                                              
                                              4.11
                                              %
                                              
                                              
                                              
                                              
                                              
                                              $
                                              95,771
                                              
                                              
                                              
                                              4.36
                                              %Interest
      expense/earning assets
                                              
                                              
                                              
                                              
                                              
                                              
                                              32,811
                                              
                                              
                                              
                                              1.83
                                              %
                                              
                                              
                                              
                                              
                                              
                                              
                                              43,837
                                              
                                              
                                              
                                              2.00
                                              %Net
      interest income/earning assets
                                              
                                              
                                              
                                              
                                              
                                              $
                                              40,725
                                              
                                              
                                              
                                              2.28
                                              %
                                              
                                              
                                              
                                              
                                              
                                              $
                                              51,934
                                              
                                              
                                              
                                              2.36
                                              %Tax
      exempt income presented on a tax equivalent basis based on a 35% federal
      tax rate.Federal
      tax equivalent adjustments on securities are $344 and $1,306 for 2010 and
      2009, respectivelyFederal
      tax equivalent adjustments on loans are $149 and $321 for 2010 and 2009,
      respectively.


NON-INTEREST
INCOME





Non-interest
income increased $12,552 to $27,379 for the quarter ended September 30,
2010, compared to $14,827 for the third quarter of 2009.  Major
contributors to the increase in non-interest income from the third quarter of
2009 to the third quarter of 2010 are as follows:





·
            The
      third quarter of 2010 included net deposit premiums of $11,241 from the
      sale of twelve branches after giving effect to a write-off of $2,959 of
      core deposit intangible assets.





·
            The
      loans sold with the branch divestitures in the third quarter led to a gain
      on sale of divested loans of $10,525 arising primarily from the amount of
      the allowance for loan losses allocated to those loans, offset by $1,027
      of net deferred origination fees and expenses related to those
      loans.





·
            Trading
      income increased $1,325 due to improvement of the market value of our held
      for trading securities.





·
            Securities
      were sold in the third quarter of 2009 at gains of $6,578, while the third
      quarter of 2010 had an other than temporary impairment charge of
      $585.





·
            Deposit
      service charges declined $1,650 for the third quarter of 2010, primarily
      due to the sale of the deposit accounts from twenty-two banking centers
      since the third quarter of 2009.





·
            During
      the third quarter of 2009, we evaluated the potential sale or surrender of
      our bank owned life insurance policies, primarily for the purposes of
      reducing regulatory higher risk-weighted assets and improving our
      regulatory capital ratios.  In October 2009, we made the
      decision to sell $40,048 of these policies and to surrender $23,102 of
      them.  As a result, we recorded the expected loss on sale of
      $788, as well as an estimate of the surrender penalty of $241 at September
      30, 2009. The penalty was recorded in tax expense and cannot be offset by
      a net operating loss.  We also recorded tax expense totaling
      $5,603 on the taxable gain on sale and the taxable gain on the
      surrender.




38




Non-interest
income for the nine months ended September 30, 2010, was $53,436, an increase of
$44,101 from the nine months ended September 30, 2009.  The primary
components of the difference include a reduction in other-than-temporary
securities impairment of $20,689, an increase in net premiums on sales of
deposits of $13,063, an increase in gain on sale of divested loans of $11,164,
the offset of the fair value adjustment on the Treasury Warrant of $6,145 in
2009, an increase in trading income of $1,113, and the mark-to-market adjustment
on bank owned life insurance of $788 in 2009, partially offset by lower
securities gains of $4,708 and declines in deposit service charges of
$2,554.





NON-INTEREST
EXPENSE





Non-interest
expense increased $4,427 to $28,796 for the quarter ended September 30, 2010,
compared to $24,369 for the third quarter of 2009.  Major components
of the change in non-interest expense from the third quarter of 2009 to the
third quarter of 2010 are as follows:





·
            Loan
      and other real estate owned expenses increased $3,268 to $5,813, as
      writedowns taken on other real estate owned properties increased $2,358 to
      $4,537 during the third quarter of 2010.  Loan expenses include
      loan collection costs, costs incurred to maintain OREO and deferred
      origination costs.





·
            Professional
      fees increased $2,616 to $4,315, primarily due to legal and investment
      banking fees of $2,146 arising from the branch sales completed during the
      third quarter of 2010.





·
            Personnel
      expense declined $1,278, or 12.5%, consisting primarily of a $1,702
      decline in salaries, partially offset by an increase in severance payments
      of $471.  The decline in salaries is due to the reduction in
      work force stemming from the sale of twenty-two banking centers since the
      third quarter of 2009, as well as from our profit improvement program that
      occurred during the second and third quarters of
  2009.





·
            FDIC
      insurance premiums increased $1,032 to
$2,753.





·
            Occupancy
      and equipment expenses declined $419, or 17.8%, and $111, or 14.8%,
      respectively, in part due to the sale of twenty-two banking centers and
      also due to a lower level of capital
  expenditures.





Non-interest
expense for the nine months ended September 30, 2010, was $73,775, a decrease of
$9,236, or 11.1% from the nine months ended September 30, 2009.  The
primary components of the decrease included decreases in personnel expense of
$6,816, loan and OREO expenses of $1,067, debt prepayment penalties of $1,538,
and lower occupancy and equipment expenses of $1,260 and
$331.  Partially offsetting these decreases were increases in
professional fees of $3,298, and FDIC insurance of $1,458.





INCOME
TAX BENEFIT





Income
tax benefit was $42 and $350 for the three months and nine months ended
September 30, 2010, respectively, compared to an income tax expense of $7,330
and an income tax benefit of $9,952 for the same period in 2009.





The
effective tax rate for the third quarter of 2010 was 0%, resulting from the
continuation of a full valuation allowance established on deferred tax assets at
December 31, 2009.





FINANCIAL
POSITION





Total
assets at September 30, 2010 were $2,627,145, 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 $544,559 at September 30, 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 September
30, 2010, was $2,660 higher than the amortized cost, as compared to $7,448 lower
at December 31, 2009.  There was $585 of OTTI on one security
recognized during the third quarter of 2010.  Additional information
on OTTI is provided in Note 3 of the Notes to the unaudited consolidated
financial statements in this report.




39





Trading
securities at September 30, 2010, consist of four pooled trust preferred
securities valued at $148.  During the third quarter of 2010, we
recorded net trading gains of $87.





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 $24,713 at September 30,
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
which were held for probable branch sales in previous quarters were included in
this total on the Consolidated Balance Sheet.





LOANS





Loans
totaled $1,456,967 at September 30, 2010.  This compares to loans
(including loans held for probable branch sales) of $2,110,348 at year-end 2009,
a decrease of $653,381, or 31.0%.  Decreases in CRE and construction
and land development loans of $275,293, commercial, industrial and agricultural
loans (C&I) of $183,297, residential mortgage loans of $81,713, consumer
loans of $62,552, and home equity lines of credit (HELOC) loans of $41,215 came
mainly from the branch and loan sales occurring during the second and third
quarter of 2010, as well as additional initiatives to receive paydowns or
payoffs of other CRE loans.  The loan and branch sale transactions
that occurred during the third quarter included $91,751 of CRE, $875 of
construction and land development, $40,205 of C&I, $19,429 of residential
mortgage, $57,739 of consumer and $28,158 of HELOC loans.





Residential
mortgage loan average balances declined $26,581, or 18.6% during the third
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 reviewing their
financial results and the potential impact to our relationship 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 $20,802, or 13.0% from the second quarter
2010.  HELOC loans are generally collateralized by a second mortgage
on the customer’s primary residence.  Approximately $28,158 of HELOC
loans were included in the loan and branch sales in the third quarter of
2010.  HELOC loans were $121,719 at September 30, 2010, compared to
$162,934 at December 31, 2009.





The
average balance of indirect consumer loans declined $28,963, or 51.5% during the
third quarter of 2010, as expected, since we exited this line of business in
December 2006 and sold approximately $32,954 of these loans in the divestitures
during the third quarter.  These loans are to borrowers located
primarily in the Midwest and are generally secured by recreational vehicle or
marine assets.  Indirect loans at September 30, 2010, were $19,192
compared to $62,062 at December 31, 2009.  The average balance of
direct consumer loans decreased $22,016, or 16.3% during the third quarter of
2010.





Commercial
loan average balances for the third quarter of 2010 decreased $199,576, or 13.6%
from the second quarter of 2010, and included a decrease in CRE, including
commercial construction and land development loans of $143,449, or
13.3%.  C&I loan average balances decreased $56,127, or
14.5%.  Approximately $92,626 of CRE including commercial construction
and land development loans, and $40,205 of C&I loans were included in the
branch and loan sales during the third quarter of 2010.  We sold CRE
participation loans totaling $24,235 back to the originating bank at par in late
June 2010.  CRE loan balances, including construction and land
development loans, were $689,898 at September 30, 2010, $139,570, or 16.8% less
than at June 30, 2010.




40





Our
non-owner occupied CRE portfolio was previously managed as three distinct
areas.  The largest portion was managed out of our team headquartered
in Greater Cincinnati, Ohio, as our CRE line of business.  The next
largest portion of the CRE portfolio was managed by our Chicago
region.  The remainder of the CRE portfolio was managed in various
areas within the core bank franchise.  The entire CRE portfolio is now
managed under the direction of our Evansville-based management
team.  This has provided a more efficient collection effort as we have
utilized dedicated workout officers to assist with this effort.  Our
largest property-type concentration is in retail projects at $178,657, or 25.6%,
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.  Our second largest concentration is multi-family
at $129,390, or 14.9%, of the total CRE portfolio. Our third largest
concentration is for land acquisition which represents either commercial or
resdential development at $106,609, or 15.3%, of the total.  Our
fourth largest concentration at $80,114, or 11.5% is developed single family
residential properties of which almost 74% is in the Chicago area. Finally,
office is the fifth largest concentration with $66,768, or 9.6%.  No
other category exceeds 8% of the CRE portfolio.  Of the total
non-owner occupied CRE portfolio, $274,051, or 39.3%, is classified as
construction.  At September 30, 2010, $511,594, or 73.4%, of the CRE
portfolio is located within our four core market states of Indiana, Kentucky,
Illinois and Ohio.  The three largest concentrations outside of our
core market states are $37,745, or 5.4%, located in Florida, $29,316, or 4.2%,
located in Georgia, and $23,255, or 3.3%, located in
Tennessee.  Non-owner occupied CRE non-performing loans in our core
market states totaled $127,906 at September 30, 2010, with another $23,953
located in Florida, and $18,551 located in Georgia.  Non-performing
loans totaling $6,387 and $2,833 at September 30, 2010, were located in
Tennessee and North Carolina.  Those states had $23,225 and $19,690,
respectively in outstanding loans at September 30, 2010.   The
majority of projects located outside of our core market states are with
developers based in, or having previous connections to, our core market states
when these loans were originated that developed or are developing properties in
other states. We do not provide non-recourse financing.





The
ongoing reduction in the size of our loan portfolio from loan sales, branch
divestitures and the planned decline in our indirect consumer and residential
mortgage loan portfolios has increased our level of concentration
risk.  The balance in our non-owner occupied CRE portfolio was
$697,053, or 47.8%, of the total portfolio at September 30, 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 CRE.





The rapid
increase of our non-owner occupied CRE portfolio began in 2007 and was partially
accelerated due to the disruption of the permanent financing market, 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 continue to exit the CRE line of business
altogether.  We will continue to reduce our current CRE exposure
through the sale of performing and nonperforming loans, by not making any new
commitments, and by incenting our customers and relationship managers to reduce
their outstandings ahead of their prescribed maturities, while increasing our
yields as pricing opportunities arise. This effort includes pursuing payoffs
from lead banks from whom we have purchased participating interests in loans or
accepting discounts on payoffs in order to expedite the exiting of a
relationship.  These efforts resulted in paydowns of five loans
totaling $26,989 during the third quarter of 2010.  We continue to
strengthen our Evansville-based workout team while reducing the number of
production based CRE lenders within our Chicago and Cincinnati area offices, or
moving them to workout roles or specific roles designed to manage existing
relationships and receive paydowns and payoffs.





Total CRE
loan balances, including owner occupied CRE, in Chicago were $185,108 at
September 30, 2010, compared to $233,437 at December 31, 2009.  CRE
balances from our team in the Greater Cincinnati, Ohio area were $519,784 at
September 30, 2010, compared to $735,055 at December 31, 2009.





Loans
delinquent 30-89 days were $18,945, or 1.30% of our portfolio at September 30,
2010, compared to $28,584, or 1.58% at June 30, 2010, and $20,605, or 0.98% at
December 31, 2009. Delinquent loans include $11,598 of CRE loans, or 1.34% of
that portfolio, $3,486 of C&I loans, or 1.42% of that portfolio, $717 of
residential mortgage loans, or 0.71% of that portfolio, and $3,144 of consumer
and home equity loans, or 1.30% of that portfolio.  Of the delinquent
CRE loans, $4,418, or 38.1%, are located in the Chicago region. Of the $18,945
in 30-89 day past dues, $6,500 was to one commercial real estate borrower with a
multifamily development in Indiana which became delinquent upon
maturity.  We expect to renew this loan in the fourth quarter of 2010
pending negotiation of final terms.  This single loan represented 45
basis points of our total delinquencies.





The Bank
has established a committee to oversee OREO for property acquired from
foreclosures, which is managed by an experienced property manager from our
facilities management group.  The purpose of the OREO committee is to
manage these properties and assist in their rapid disposition.  In
addition, we have established an OREO link on our web site to further assist in
the sale 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
$32,470 at September 30, 2010.  Of this amount, $4,875, or 15.01%, was
classified as non-performing.




41




LOAN
      PORTFOLIO
  September
      30,2010
              
              
              December
      31,2009Commercial,
      industrial and agricultural
      loans
              
              $
              419,309
              
              
              $
              602,606Economic
      development loans and other
      obligations of state and political
      subdivisions
              
              
              9,164
              
              
              
              14,773Lease
      financing
              
              
              1,877
              
              
              
              5,579Commercial
      mortgages
              
              
              423,875
              
              
              
              583,123Construction
      and development
              
              
              266,023
              
              
              
              382,068Residential
      mortgages
              
              
              151,086
              
              
              
              232,799Home
      equity lines of credit
              
              
              121,719
              
              
              
              162,934Consumer
      loans
              
              
              63,914
              
              
              
              126,466Loans,
      net of unearned income
              
              $
              1,456,967
              
              
              $
              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.





The
allowance for loan losses was $95,539 at September 30, 2010, representing 6.56%
of total loans.  This compares with $96,221 at June 30, 2010,
representing 5.30% of total loans, and $88,670 at December 31, 2009, or 4.20% of
total loans, which included loans classified as held for sale for potential
branch divestitures.  The allowance for loan losses to non-performing
loans ratio was 44.9%, compared to 41.6% at June 30, 2010, and 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 September 30, 2010, we believe that our
allowance appropriately considers the incurred loss in our loan
portfolio.  The provision for loan losses was $26,240 for the three
months ended September 30, 2010, and $98,220 for the nine months ended September
30, 2010, compared to $18,913 and $82,843 for the three and nine months ended
September 30, 2009.





Net
charge-offs of $26,922 exceeded the provision for loan losses of $26,240 by $682
during the third quarter of 2010.  Annualized net charge-offs to
average loans were 6.43% for the quarter, compared to 3.74% for the third
quarter of 2009.  Net charge-offs during the third quarter of 2010
included $24,053 of CRE loans, $1,832 of C&I loans, $569 of HELOC loans,
$146 of indirect consumer loans and $88 for direct consumer loans, while the
remaining $234 came from various other loan categories.  Charge-offs
from the Chicago region totaled $8,311, while charge-offs from the CRE line of
business totaled $17,376.  The majority of these charge-offs relate to
the residential development and construction area.  The largest
charge-off this quarter was for a charge off of $6,872 secured by a single
family residential project located in Florida. The second largest charge-off was
a partial charge down of $3,869, which was secured by a land acquisition CRE
property located in Ohio. The third largest charge-off was for $2,738, and was
secured by a land acquisition CRE development in Illinois. More than 40% of our
charge-offs during the third quarter of 2010 were covered by specific reserves
within the allowance for loan losses at June 30, 2010.




42





SUMMARY
      OF ALLOWANCE FOR LOAN LOSSESThree
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2010
              
              
              2009
              
              
              2010
              
              
              2009Beginning
      Balance
              
              $
              96,221
              
              
              $
              82,309
              
              
              $
              88,670
              
              
              $
              64,437Loans
      charged off
              
              
              (27,359
              )
              
              
              (22,396
              )
              
              
              (80,806
              )
              
              
              (69,226
              )Recoveries
              
              
              437
              
              
              
              538
              
              
              
              2,321
              
              
              
              1,310Provision
      for loan losses
              
              
              26,240
              
              
              
              18,913
              
              
              
              98,220
              
              
              
              82,843Allowance
      related to divested loans sold
              
              
              -
              
              
              
              -
              
              
              
              (12,866
              )
              
              
              -Ending
      Balance
              
              $
              95,539
              
              
              $
              79,364
              
              
              $
              95,539
              
              
              $
              79,364Percent
      of total loans
              
              
              6.56
              %
              
              
              3.60
              %
              
              
              6.56
              %
              
              
              3.60
              %Annualized
      % of average loans:Net
      charge-offs
              
              
              6.43
              %
              
              
              3.74
              %
              
              
              5.52
              %
              
              
              3.80
              %Provision
      for loan losses
              
              
              6.26
              %
              
              
              3.24
              %
              
              
              6.91
              %
              
              
              4.63
              %


At
September 30, 2010, our largest non-performing loan was a $18,551 relationship
with a developer in Georgia secured by a real estate project for mixed use
retail and office space.  The second largest non-performing loan or
relationship had a balance of $12,995, after charge-offs of $3,091, and is
secured by single family residential development to a developer in the Chicago
area. The third largest non-performing relationship was with a developer in the
Chicago area that had an outstanding balance of $12,800 after charge-offs of
$2,738 secured by a residential construction project.  The fourth
largest non-performing loan is secured by undeveloped raw land located in
Florida and had a balance of $9,900.





The
majority of the remainder of our commercial non-performing loans is secured by
one or more residential properties arising from our Chicago region or CRE line
of business, typically at an 80% or less loan-to-value ratio at
inception.  The Chicago residential real estate market continues to
experience stressed condidtions.  The Case-Schiller index of
residential housing values shows a decline in the value of Chicago single-family
residential properties of 25.9% from the peak of the index in September 2006 to
the most recent index for June, as published in August.  The Zillow
index for the second quarter of 2010 shows a decline of 29.2% from its peak
during the second quarter of 2006.  On a year-over-year basis, the
Zillow index shows a decline of 10.5% for all homes, with a 10.2% decline for
single-family housing and a 13.1% 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.  If sales levels and values in
Chicago remain depressed, it is likely that we will experience further
losses.





Impaired
loans, including troubled debt restructures, totaled $223,462 at September 30,
2010, and had a specific reserve of $39,436 included in the loan loss reserve of
$95,539. This compares to impaired loans of $203,470 at December 31, 2009, and
$243,129 at June 30, 2010 with specific reserves of $32,036 and $39,844,
respectively. Impaired loans consist primarily of non-performing loans and
certain other loans where a specific reserve allocation is consistent with our
more aggressive disposition strategy.





Occasionally,
we may agree to modify contractual terms of a borrower’s loan. In such cases,
where modifications represent a concession to a borrower experiencing financial
difficulty, the modification is considered a troubled debt restructure (TDR).
Loans modified in a TDR are generally placed on nonaccrual status until we
determine the future collection of principal and interest is reasonably assured,
which requires the borrower to demonstrate performance in accordance to the
restructured terms for six months or more. At September 30, 2010, loans fitting
this description totaled $17,387. At December 31, 2009, loans modified in a TDR,
totaled $4,266.





OREO
increased to $34,814 at September 30, 2010, compared to $33,706 at June 30,
2010, and was up slightly from the year-end 2009 total of
$31,982.  The ratio of non-performing assets to total loans and OREO
increased to 16.60% at September 30, 2010, compared to 11.52% at year end 2009
because of the increase in non-performing assets, the impact on the ratio of
performing branch and balancing loans included in the second and third quarter
2010 branch and loan sales, and other payoffs and paydowns of performing
loans.  Approximately 53%, or $131,034, of our total non-performing
assets are in our Chicago region.  These assets represent
approximately 61% of the total assets in our Chicago region.





Total
non-performing loans at September 30, 2010, consisting of non-accrual and loans
90 days or more past due, were $212,666, a decrease of $2,214 from December 31,
2009 and $18,651 from June 30, 2010. This is the lowest level of non-performing
loans for a quarter since the second quarter of 2009.  Non-performing
loans were 14.60% of total loans, compared to 10.18% at December 31, 2009, and
12.75% at June 30, 2010.  This percentage was again impacted by the
third quarter sale of performing loans in the branch and loan sale
transactions.  Of the non-performing loans, $201,149 are in our CRE
portfolio and $5,114 are C&I loans, while the balance consists of homogenous
1-4 family residential and consumer loans.  Total non-performing CRE
loans at September 30, 2010 included $104,847 of residential real estate related
projects. Of this total, $66,964 was from the Chicago region and $35,734 from
our CRE line of business.  The Chicago non-owner occupied CRE
portfolio had commitments of $160,895 and outstanding balances of $160,238 at
September 30, 2010.  The Chicago portfolio made up 49% and 53% of our
total non-performing loans and non-performing assets respectively at September
30, 2010.  Non-owner occupied real estate within the CRE line of
business had commitments of $534,741 and outstanding balances of $486,978 at
September 30, 2010.  This portfolio made up 45% and 41% of our total
non-performing loans and non-performing assets, respectively, at September 30,
2010. The Chicago region and the CRE line of business make up 14.7% and 37.8% of
total outstanding loans.




43





Although
much of the reduction in both non-performing loans and assets has been as a
result of charge offs and write downs on our OREO, the new inflow of loans to
this status slowed significantly for the third consecutive quarter, ending
September at $21,326, down $21,433 from the prior quarter and is the lowest
level since the first quarter of 2008.





We have
improved our credit management processes in several ways in 2010, 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 region and CRE line of
      business to our centralized Credit Service Center in
      Evansville.





·
            We
      are managing the efforts of our CRE line of business within our
      Evansville-based workout group.





·
            We
      have added additional loan workout specialists in Evansville to service
      our Chicago and CRE portfolios and transitioned our relationship managers
      to assist with an orderly exit
strategy.





·
            We
      continue to adhere to our previously announced aggressive problem asset
      disposition strategy implemented in the first quarter of this year,
      specifically within our non-owner occupied commercial real estate
      portfolio, resulting in reduction of carrying values and deeper reserves.
      Other aspects of this strategy for our underperforming portfolio include
      but not limited to taking 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 strategy will accelerate our goal of returning
      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.




September
      30,
            
            
            December
      31,2010
            
            
            2009Nonaccrual
      loans
            
            $
            212,345
            
            
            $
            210,75390
      days or more past due loans
            
            
            321
            
            
            
            4,127Total
      non-performing loans
            
            $
            212,666
            
            
            
            214,880Trust
      preferred held for trading
            
            
            148
            
            
            
            36Other
      real estate owned
            
            
            34,814
            
            
            
            31,982Total
      non-performing assets
            
            $
            247,628
            
            
            $
            246,898Ratios:Non-performing
      Loans to Loans
            
            
            14.60
            %
            
            
            10.18
            %Non-performing
      Assets to Loans and Other Real Estate Owned
            
            
            16.60
            %
            
            
            11.52
            %Allowance
      for Loan Losses to Non-performing Loans
            
            
            44.92
            %
            
            
            41.26
            %




44




Changes
in other real estate owned were as follows for the three and nine months ended
September 30, 2010:





SUMMARY
      OF OTHER REAL ESTATE OWNEDThree
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30, 2010
              
              
              September
      30, 2010Beginning
      Balance
              
              $
              33,706
              
              
              $
              31,982Additions
              
              
              8,450
              
              
              
              15,137Sales
              
              
              (2,770
              )
              
              
              (7,204
              )Write-downs
              
              
              (4,538
              )
              
              
              (5,015
              )Other
      changes
              
              
              (34
              )
              
              
              (86
              )Ending
      Balance
              
              $
              34,814
              
              
              $
              34,814


DEPOSITS





Total
deposits were $2,152,570 at September 30, 2010, compared to $2,365,106 at
December 31, 2009, a decrease of $212,536.  During the third quarter
of 2010, we sold twelve banking offices in which the buyers assumed $307,724 of
deposits in the transactions. During the second quarter of 2010, we sold five
banking offices.  The buyers of these offices assumed $98,057 of
deposits in these transactions.  The decrease in deposits from the
2010 branch sales were partially offset by the increases of $55,452 in
certificates of deposit, $40,520 in brokered time deposits and $24,266 in public
fund time deposits.





Average
balances of deposits for the third quarter of 2010, as compared to the second
quarter ended June 30, 2010, included decreases in interest checking accounts of
$69,804, savings accounts of $53,826, brokered time deposits of $35,924, money
market accounts of $18,169, and  non-interest bearing demand deposits
of $10,507.  Increases in retail certificates of deposit of $50,002,
and public fund time deposits of $26,229, partially offset these
decreases.





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 are less than the levels necessary to be
considered “well capitalized”, it may not obtain new brokered funds as a funding
source and is 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.  The Bank’s current rates all fall below the
national rate cap limits.  Failure to comply with the Capital
Directive could also adversely affect Integra Bank’s ability to accept and
maintain public fund deposits.





SHORT-TERM
BORROWINGS





Short-term
borrowings totaled $55,841 at September 30, 2010, a decrease of $6,273 from
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
September 30, 2010, we had availability from the FHLB of $90,349, and
availability of $85,551 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
Temporary Liquidity Guarantee Program (TLGP), floating rate unsecured
subordinated debt and trust preferred securities.  Long-term
borrowings decreased to $348,161 at September 30, 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.  This banking
center was completed and opened in the second quarter of 2010.  There
were no material commitments for additional capital expenditures at September
30, 2010.




45





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 and our obligation to the Treasury Department
for the funds we received under the Capital Purchase Program.





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 the 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.





September
      30,
              
              
              December
      31,2010
              
              
              2009Commitments
      to extend credit
              
              $
              268,877
              
              
              $
              421,908Standby
      letters of credit
              
              
              16,172
              
              
              
              18,419Non-reimbursable
      standby letters of credit and commitments
              
              
              1,160
              
              
              
              2,014


There
have been no other material changes in off-balance sheet arrangements and
contractual obligations since December 31, 2008.





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 Total Capital and Tier 1 Capital to Risk-Weighted
Assets Ratios, and Tier 1 Capital to Average Assets Ratios (as
defined).





Integra
Bank’s Total Risk-Based Capital Ratio was 9.34% at September 30, 2010, an
increase of 101 basis points from June 30, 2010 and an increase of 134 basis
points from March 31, 2010, which maintains Integra Bank’s classification as
adequately capitalized under the Prompt Corrective Action framework at September
30, 2010.  The increase resulted from the branch and loan sales and
loan paydowns, partially offset by the quarter’s net loss.  Integra
Bank’s Tier 1 Risk-Based Capital Ratio increased 100 basis points to 8.02% in
the third quarter of 2010 and its Tier 1 Leverage Ratio decreased 22 basis
points to 4.31%.  We were not considered adequately capitalized at the
holding company level at both September 30, 2010 and June 30, 2010 and our
Tangible Common Equity to Tangible Assets Ratio declined 62 basis points to
(2.08)% during the second quarter of 2010.  The plan we are executing
to improve the Bank's capital ratios is expected to also increase our holding
company regulatory capital ratios.  The impact of falling below the
adequately capitalized level at the holding company level does not impact us in
the area of liquidity or result in any additional regulatory restrictions or
limitations.





Our
liquidity is affected in various ways because the Bank is not currently
classified as “well-capitalized”.  Banks that are not
“well-capitalized” may not obtain any new 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 continue to compare the rates we are currently paying
against the national rate caps all rates remain within those caps.  We
have made changes in product design and established a new source for retail
certificates of deposit that has significantly mitigated the risk associated
with potential deposit runoff associated with the rate restriction
requirement.  At this time there has been no material impact to our
deposit balances resulting from the rate caps.  Failure to comply with
the Capital Directive may also adversely affect the Bank’s ability to accept and
maintain public fund deposits.




46





On May 6,
2010, we entered into a formal written agreement with the Federal Reserve Bank
of St. Louis (the Reserve Bank). Pursuant to the agreement, we agreed to use our
financial and managerial resources to serve as a source of strength to the Bank,
including taking steps to ensure that the Bank complies with its agreements with
the OCC. In addition, the agreement provides that we shall:




·
            not
      declare or pay any dividends without the prior approval of the Reserve
      Bank and the Director of the Division of Banking Supervision and
      Regulation of the Board of Governors of the Federal Reserve System
      (Federal Reserve);




·
            not
      take dividends or any other form of payment representing a reduction in
      capital from the Bank without the prior approval of the Reserve
      Bank;




·
            not
      make any distributions of interest, principal, or other sums on
      subordinated debentures or trust preferred securities without prior
      approval of the Reserve Bank;




·
            not
      incur, increase, or guarantee any debt without the prior approval of the
      Reserve Bank;




·
            not
      purchase or redeem any shares of our stock without prior approval of the
      Reserve Bank;




·
            within
      60 days of the agreement, submit to the Reserve Bank an acceptable plan to
      maintain sufficient capital on a consolidated
  basis;




·
            within
      30 days after the end of any quarter in which any of our capital ratios
      fall below the approved capital plan’s minimum ratios, notify the Reserve
      Bank of such shortfall and submit an acceptable capital plan detailing
      corrective steps for increasing ratios to or above the approved plan’s
      minimums;




·
            within
      60 days of the Agreement, submit to the Reserve Bank a projection of cash
      flow for 2010, and then submit projections of cash flow for each
      subsequent calendar year at least one month prior to the beginning of such
      year;




·
            comply
      with notice requirements in advance of appointing any new director or
      senior executive officer or changing the responsibilities of any senior
      executive officer and comply with certain restrictions on indemnification
      and severance payments and, within 30 days of the end of each quarter,
      submit progress reports to the Reserve Bank detailing the form and manner
      of all actions taken to secure compliance with the agreement and the
      results thereof along with a parent company-level balance sheet, income
      statement, and, as applicable, report of changes in stockholder’s
      equity.




We
submitted a capital plan and projections of cash flow to the Reserve Bank within
the time period specified in the agreement and were notified by the Reserve Bank
that they had accepted the plan.  We continue to work closely with the
Federal Reserve as we execute the strategies outlined above.




On August
12, 2010, Integra Bank received a Capital Directive from the
OCC.  Under the terms of the Capital Directive, the Bank is required,
within 90 days, to achieve and maintain a Total Risk-Based Capital Ratio of at
least 11.5% of risk-weighted assets and a Tier 1 Leverage Ratio of at least 8%
of adjusted total assets.  We were also required to submit to the OCC
within 30 days an acceptable Capital Plan covering at least a three-year period
that describes the means and time schedule by which the Bank will achieve the
required minimum capital ratios, which we provided.  The OCC is
completing its review of that plan and we continue to review our capital raising
initiatives with them.





The
Capital Directive also specifies that the Bank may only pay a dividend to the
Company when the Bank is in compliance with the Capital Directive and will
remain in compliance immediately following payment of the dividend and when the
OCC determines in writing that it has no supervisory objection to
payment.





We do not
expect that Integra Bank will achieve the required capital ratios within the 90
days specified in the Capital Directive.  We are keeping the OCC fully
informed of our efforts to raise capital and we hope to announce more definitive
information later this year.





47





The
following table presents the actual capital amounts and ratios for us, on a
consolidated basis, and the Bank:





MinimumMinimum
      Ratios For Capital
              
              
              Capital
      RatiosActual
              
              
              Adequacy
      Purposes
              
              
              Under
      Capital DirectiveAmount
              
              
              Ratio
              
              
              Amount
              
              
              Ratio
              
              
              Amount
              
              
              RatioAs
      of September 30, 2010Total
      Capital (to Risk Weighted Assets)Consolidated
              
              $
              68,089
              
              
              
              4.30
              %
              
              $
              126,541
              
              
              
              8.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              144,352
              
              
              
              9.34
              %
              
              
              123,678
              
              
              
              8.00
              %
              
              
              177,787
              
              
              
              11.50
              %Tier
      1 Capital (to Risk Weighted Assets)Consolidated
              
              $
              34,044
              
              
              
              2.15
              %
              
              $
              63,270
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              123,985
              
              
              
              8.02
              %
              
              
              61,839
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/ATier
      1 Capital (to Average Assets)Consolidated
              
              $
              34,044
              
              
              
              1.18
              %
              
              $
              115,270
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              123,985
              
              
              
              4.31
              %
              
              
              115,028
              
              
              
              4.00
              %
              
              
              230,056
              
              
              
              8.00
              %
  MinimumMinimum
      Ratios For Capital
              
              
              Capital
      RatiosActual
              
              
              Adequacy
      Purposes
              
              
              To
      Be Well CapitalizedAmount
              
              
              Ratio
              
              
              Amount
              
              
              Ratio
              
              
              Amount
              
              
              RatioAs
      of December 31, 2009Total
      Capital (to Risk Weighted Assets)Consolidated
              
              $
              221,590
              
              
              
              9.94
              %
              
              $
              178,377
              
              
              
              8.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              224,127
              
              
              
              10.05
              %
              
              
              178,377
              
              
              
              8.00
              %
              
              
              222,971
              
              
              
              10.00
              %Tier
      1 Capital (to Risk Weighted Assets)Consolidated
              
              $
              137,658
              
              
              
              6.17
              %
              
              $
              89,189
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              195,416
              
              
              
              8.76
              %
              
              
              89,188
              
              
              
              4.00
              %
              
              
              133,783
              
              
              
              6.00
              %Tier
      1 Capital (to Average Assets)Consolidated
              
              $
              137,658
              
              
              
              4.43
              %
              
              $
              124,397
              
              
              
              4.00
              %
              
              
              N/A
              
              
              
              N/AIntegra
      Bank
              
              
              195,416
              
              
              
              6.30
              %
              
              
              124,136
              
              
              
              4.00
              %
              
              
              155,170
              
              
              
              5.00
              %





The
amount of dividends which our subsidiaries may pay to us is governed by
applicable laws and regulations.  Federal banking law limits the
amount of dividends that national banks can pay to their holding companies
without obtaining prior regulatory approval.    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 September
30, 2010, the Bank did not have any retained earnings available for distribution
in the form of dividends to the holding company without prior regulatory
approval.





Both the
Bank and the Company were subject to restrictions under the FDIC Improvement Act
of 1991 at September 30, 2010.  These restrictions prohibit the Bank
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.





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 requests, 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.




48





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 amounts of public fund deposits in Indiana, Kentucky and
Illinois.  We are required to pledge collateral to cover the deposits
held in Kentucky and Illinois as directed by the laws of each
state.  The State of Indiana recently changed the law governing the
collateralization of public funds.  The new law became effective July
1, 2010.  Under the new law, the Indiana Board for Depositories,
Public Deposit Insurance Fund (PDIF) will determine what financial institutions
are required to pledge collateral and may prohibit certain institutions from
holding Indiana public funds.  The PDIF will determine which financial
institutions are required to pledge collateral based on the strength of their
financial ratings and is in the process of implementing the collateral
requirements.  The revisions to the law resulted in additional
collateral requirements for the Bank.  Subsequent to September 30, we
entered into a pledge agreement with the PDIF by which we pledged approximately
$162,000 in securities with a market value of approximately
$171,000.  Accordingly, 100% of the Indiana public funds held at the
Bank are now either covered by FDIC deposit insurance or secured by collateral
we have provided.   This increased the Bank’s percentage of total
securities pledged to 74% at October 31, 2010.  Securities available
for sale balances increased $104,173 during the third quarter of 2010, while the
percentages of total securities pledged as collateral declined to 44% at
September 30, 2010, as compared to 54% at June 30, 2010.





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. In the past when these sources were not
considered to be adequate, we have utilized a non-broker national CD program,
brokered deposits and 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
our recent financial performance, we elected to maintain a higher level of
liquidity and increased our cash position during the first nine months of
2010.  Cash and due from banks totaled $500,600 at September 30, 2010,
as compared to $304,921 at December 31, 2009 and $391,171 at September 30,
2009.  We expect to reduce the balance of cash in 2011 as we execute
our strategic initiatives and improve our capital ratios.





In the
event that the Bank’s ability to attract and retain deposits is negatively
impacted by interest rate restrictions and or capital restrictions, we believe
that sufficient cash and liquid assets exist to maintain operations and meet all
obligations as they come due.  We complied with the national rate cap
limitations during the third quarter of 2010.  While the restrictions
have impacted some of our deposit products, they have not resulted in a
meaningful loss in deposits, and have in fact, contributed to an increase in our
net interest margin.  We have made changes in product design and
established a new source for retail certificates of deposits to mitigate the
risk associated with these regulatory restrictions on deposits.





At
September 30, 2010, federal funds sold and other short-term investments were
$50,031.  Additionally, at September 30, 2010, we had in excess of
$306,930 in unencumbered securities available for repurchase agreements or
liquidation.





Following
changes in the borrowing rate and maturity for loans through the Federal
Reserve’s discount window, the Bank shifted collateral pledged for borrowing
capacity from the Federal Reserve to the FHLB in an effort to maximize the
borrowing capacity and allow for longer maturities.  As of September
30, 2010, the excess borrowing capacity at the FHLB was in excess of $90,349
while the capacity at the Federal Reserve was in excess of $85,551 under the
secondary credit program.





The
existing Transaction Account Guarantee (TAG) program provides unlimited
insurance coverage through December 31, 2010 on non-interest bearing transaction
accounts and NOW accounts bearing an interest rate of .25% or
less.  As part of the new financial regulatory reform bill signed on
July 21, 2010, the TAG program was extended until December 31,
2012.  This final rule was modified and provides unlimited insurance
coverage on non-interest bearing transaction accounts only.  The
financial regulatory reform bill also made permanent the extension of the $250
per depositor insurance coverage, which was increased from the $100
limit.





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.  Because of recent losses, the Bank cannot pay any
dividends to us without advance approval from the OCC.  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
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
subordinated debentures relating to our trust preferred
securities.  The indentures 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
subordinated debentures.




49





We
believe that the deferral of payment of dividends on our common and preferred
stock and the deferral of interest payments on our trust preferred subordinated
debentures are preserving approximately $1,900 per quarter, thereby enhancing
our liquidity.  At September 30, 2010, the cash balance held by the
parent company was $1,897, which is expected to remain stable as our projected
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.





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.   Simulations are run using a dynamic balance sheet
that is consistent with current strategic initiatives and expectations for
growth.  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 net interest income under each rate scenario using consistent
balance sheet projections 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.





With
Treasury and swap rates out to three years currently below one percent, Board
ALCO has temporarily waived the policy limit to the downward 100 basis point
rate shock. If interest rates moved upward 200 basis points, we would experience
a positive 17.15% change in NII at September 30, 2010 compared to a positive
7.96% change at December 31, 2009. The positive impact to NII with rising rates
is driven by a large volume of prime and one month LIBOR indexed loans, an
absence of overnight funding and significant fixed rate CD funding. The increase
from December 31 is primarily driven by strategic decisions to strengthen
liquidity which included locking in additional longer term fixed rate CDs. The
share of funding from fixed rate CDs increased from 39% at December 31 to 46% at
September 30 and the weighted average maturity increased from 12.7 months to
15.6 months.





Estimated
      Change in EAR from the Base Interest Rate Scenario-100
      basis points
              
              +200
      basis pointsSeptember
      30, 2010
              
              -16.74
              %
              
              
              17.15
              %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%.




50





At
September 30, 2010, we would experience a negative 10.77% 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 7.29% 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 from year end are largely liquidity driven and
reflect a change in the balance sheet mix.  This includes a decrease
in loans and transaction deposits through branch divestitures along with a
significant increase in cash and longer term fixed rate CDs.  The
shift to longer term CDs locks in funding costs for an extended period of time
and yields a positive impact to risk with rising rates and a negative impact to
risk with falling rates.  Cash has a stable value in all rate
scenarios unlike fixed rate earnings assets which generally lose value as market
rates rise and gain value as market rates decline.  In addition, the
investment portfolio was restructured and overall consists of securities with
shorter average lives and less extension risk to rising rates than at year
end.  While the balance sheet changes noted above have an overall
positive impact on risk to rising rates in addition to strengthening liquidity,
they have an adverse impact on current earnings and net interest
margin.





Trends
      in Economic Value of EquityEstimated
      Change in EVE from the Base Interest Rate Scenario-100
      basis points
              
              +200
      basis pointsSeptember
      30, 2010
              
              -10.77
              %
              
              
              7.29
              %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.





Item
4:  Controls and Procedures





As of
September 30, 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 September 30, 2010, that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.




51




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 Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2010.  The risk factors entitled, "We
are required to comply with the terms of agreements and understandings with our
regulators and if we do not comply with them” and “If we continue to suffer
significant loan losses, it may be difficult to continue in operation” are
deleted in their entirety and replaced by the following risk
factors.  Dollar amounts are shown in thousands.





We
are subject to a Capital Directive and other agreements with regulators and if
we do not comply with them, we are likely to become subject to additional
regulatory enforcement actions.





The OCC
has issued a Capital Directive to Integra Bank, directing it to achieve and
maintain a Tier 1 Risk-Based Capital Ratio of 8% and a Total Risk-Based Capital
Ratio of 11.5% by November 10, 2010.  We are also subject to formal
written agreements with the OCC and the Federal Reserve Bank of St.
Louis.  Compliance with the Capital Directive and other regulatory
agreements will be determined by the OCC and the Reserve Bank.  We do
not expect that Integra Bank will achieve the minimum capital ratios set forth
in the Capital Directive within the specified time.  If we do not
comply with the Capital Directive and other regulatory agreements  in
the near future, our regulators may seek to impose additional and more
restrictive enforcement actions.  If our regulators pursue additional
enforcement actions against us, it would likely increase our expenses, limit our
activities and make it more difficult for us to remain in business.





If
we continue to suffer significant loan losses and are unable to raise capital,
it will be difficult to continue in operation.




We
recorded provisions for loan losses of $98,220 in the first nine months of 2010,
$113,368 in 2009, and $65,784 in 2008.  Further significant losses
will make it difficult for us to continue in operation.





Our
losses have largely resulted from loan and investment
impairments.  Since January 1, 2008, we have recorded total
provisions for loan losses of $277,372 and other than temporary impairment
charges on investments of $32,891.  While our losses also included a
charge off of goodwill of $122,824, and charges to establish an allowance
against the realization of our deferred tax asset of $129,842, these latter
charges would not have been required had we not incurred the losses on loans and
investments.





We do not
expect to incur any additional significant losses from our investment portfolio.
However, substantial risks remain in certain portions of our loan portfolio. As
of September 30, 2010, approximately 58% of our loan portfolio
consisted of CRE and C&I loans.  These types of loans are
typically larger than the loans which made up the remaining portion of our loan
portfolio.  The deterioration of one or a few of these loans can lead
to a significant increase in non-performing loans.  Additional
increases in non-performing loans could result in a net loss of earnings from
these loans, an increase in the provision for loan losses and an increase in
loan charge-offs, all of which could have a material adverse effect on our
financial condition and results of operations.





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 services 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.




52





Item
6. EXHIBITS





The
following documents are filed as exhibits to this report:




10.1
              Capital
      Directive issued by the Office of the Comptroller of the Currency dated
      August 12, 2010 (incorporated by reference to Exhibit 99.1 to the
      Registrant’s Current Report on Form 8-K filed August 18,
    2010)


31.1
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief
      Executive Officer


31.2
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief
      Financial Officer


32
            Certification
      of Chief Executive Officer and Chief Financial
  Officer





53




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. AlleyMichael
      J. Alley
                Chairman
      of the Board
                and
      Chief Executive Officer
                November
      10, 2010


/s/
      Michael B. CarrollMichael
      B. Carroll
                  Chief
      Financial Officer
                  November
      10, 2010




54