EX-10.1






December 1, 2009



Via Hand Delivery



Michael B. Carroll


Integra Bank Corporation


21 S.E. Third Street


P.O. Box 868


Evansville, IN 47705-0868



Dear Mike:



Integra Bank Corporation is a participant in the TARP Capital Purchase Program (“CPP”)
authorized by the Emergency Economic Stabilization Act of 2008, as amended, and has entered into a
Securities Purchase Agreement (“Treasury Agreement”) with the United States Department of Treasury
(“Treasury”). The Company is proposing to enter into this letter agreement with you to help
fulfill its obligations under the Treasury Agreement. The terms of this letter agreement will
become effective when you become a Covered Employee on January 1, 2010, and will terminate at the
end of the Investment Period. (Capitalized terms not otherwise defined in this letter have the
meanings described below.)



As a participant in the CPP, the Company must impose restrictions mandated by EESA and the
Treasury Agreement on certain compensation arrangements for its senior executive officers. To
comply with those standards, your current and deferred compensation and benefit arrangements,
including those under all agreements, plans, policies, and practices (“Compensation Plans”), will
be amended as follows:




	 	1.	 	Recovery of Incentive Compensation Payments. If, and to the extent,
required by CPP, you earn or receive, as a Covered Employee during the Investment
Period, any bonus, retention award, or incentive compensation from the Company based on
statements of earnings, revenues, gains, or other criteria that are later found to have
been materially inaccurate, you will repay those excess amounts to the Company.






	 	2.	 	Prohibition on Severance Payments. If, and to the extent, required by
CPP, and so long as you are a Covered Employee, you will not be entitled to receive
from the Company, during the Investment Period, any compensation payment for departure
from the Company for any reason, except for payments for services performed or benefits
accrued.






	 	3.	 	Prohibition on Incentive Compensation Payments. If, and to the extent,
required by CPP, and while you are a Covered Employee, you will not receive or accrue
during the Investment Period any bonus, retention award, or incentive compensation.
That prohibition will not apply, however, to (a) the payment of long-term restricted
stock that (i) does not fully vest during the Investment Period, (ii) does not have a
value greater than one-third of your total annual compensation amount and (iii) is
subject to such other terms and conditions as the Treasury Secretary may determine are
in the public interest or (b) any bonus payment required to be paid under a written
employment agreement executed on or before February 11, 2009 and determined to be valid
by the Treasury.






	 	4.	 	Other Restrictions. To the extent that any Compensation Plan (a)
contains incentives for Covered Employees to take unnecessary and excessive risks that
threaten the Company’s value during the Investment Period, (b) encourages manipulation
of the Company’s reported earnings to enhance compensation for Covered Employees, or
(c) commits the Company to make excessive or luxury expenditures as identified under
EESA, then that Compensation Plan is amended to eliminate those effects.





The amendments to the Compensation Plans are intended to limit your compensation only to the
extent necessary, in the Company’s good faith judgment, to satisfy the requirements of EESA and the
Treasury Agreement. You acknowledge that, by implementing those limitations, the Company’s actions
will not constitute a breach of the Company’s obligations or good reason for your voluntary
termination under the Compensation Plans, nor will they relieve you of any obligations under the
Compensation Plans unless the Compensation Plans are specifically amended for that purpose.



In addition to other terms previously defined in this letter agreement, the following
capitalized terms have these meanings:




“Company” means Integra Bank Corporation and any entities treated as a single
employer with the Company under EESA.




“Covered Employee” means a “senior executive officer” of the Company, as defined
under EESA, plus (i) for purposes of paragraph 1 above, the next 20 most highly paid
employees of the Company and (ii) for purposes of paragraph 2 above, the next five
most highly paid employees of the Company.




“EESA” means the Emergency Economic Stabilization Act of 2008, as amended, and any
regulations and other authorized guidance issued thereunder.




“Investment Period” means the period during which the federal government continues
to hold the Company’s preferred stock under the CPP, not including any period during
which the federal government holds only warrants to purchase Company common stock.



All the terms of this letter agreement will be interpreted and applied consistently with the
requirements of EESA and the Treasury Agreement.



This letter agreement will be governed by EESA, other applicable federal law, and the laws of
the State of Indiana. It may be executed in counterparts and by signature transmitted by
facsimile.



On behalf of the Board of Directors, please accept our appreciation for your cooperation in
helping the Company meet its obligations under the CPP. The Board will continue to review its
Compensation Plans and consider appropriate enhancements to maintain compensation and benefit
programs that are competitive and designed to reward excellent performance.




Sincerely yours,




INTEGRA BANK CORPORATION




By:




Michael J. Alley




Chairman and CEO



In consideration of the benefits I will receive from as a result of the Company’s
participation in the CPP, I agree to the terms contained in this letter.



Michael B. Carroll



December 1, 2009