SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.   20549
                                             

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                             

                   For the Fiscal Year Ended December 31, 1995

                         Commission File Number 0-17452
                                             

                          INTEGRA FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)


   COMMONWEALTH OF PENNSYLVANIA                    25-1597793
   (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)                  Identification Number)

   Four PPG Place, Pittsburgh, Pennsylvania        15222-5408
   (Address of principal executive offices)        (Zip Code)

   Registrant's telephone number, including area code:        (412) 644-7669

   Securities registered pursuant to Section 12(b) of the Act:
   Common Stock, par value $1.00 per share        New York Stock Exchange
   (Title of Class)                                (Name of exchange on which
                                                   class is listed)

   Securities registered pursuant to Section 12(g) of the Act:   None
                                                     

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

   Indicate by check mark if disclosure of delinquent filers pursuant to  Item
   405 of Regulation S-K is not contained herein and will not be contained, to
   the  best of  registrant's  knowledge, in  definitive proxy  or information
   statements incorporated by  reference in Part III of  this Form 10-K or any
   amendment to this Form 10-K. [  ]

   As  of December 31, 1995,  the Corporation had 33,012,695  shares of common
   stock outstanding.  The aggregate market value of common stock held by non-
   affiliates on that date was approximately $1,667,930,584.


                                                                              
    <PAGE>
                          INTEGRA FINANCIAL CORPORATION<PAGE>


                                    FORM 10-K

                   For the Fiscal Year Ended December 31, 1995
                                                 

                                      INDEX

   Part I 

   Item 1.           Business
            
   Item 2.           Properties

   Item 3.           Legal Proceedings

   Item 4.           Submission of Matters to a Vote of Security Holders

   Part II

   Item 5.           Market for Registrant's Common
                       Equity and Related Stockholder Matters

   Item 6.           Selected Financial Data

   Item 7.           Management's Discussion and Analysis of
                       Financial Condition and Results of Operations

   Item 8.           Financial Statements and Supplementary Data

   Item 9.           Changes in and Disagreements with Accountants on
                       Accounting and Financial Disclosure

   Part III

   Item 10.          Directors and Executive Officers of the Registrant

   Item 11.          Executive Compensation

   Item 12.          Security Ownership of Certain Beneficial Owners
                       and Management

   Item 13.          Certain Relationships and Related Transactions

   Part IV

   Item 14.          Exhibits, Financial Statement Schedules
                       and Reports on Form 8-K







   <PAGE>


                                     PART I

   ITEM 1 - BUSINESS<PAGE>



   Description of Business

         Integra Financial  Corporation ("Integra" or the  "Corporation") is a
   regional   multi-bank   holding   company   headquartered  in   Pittsburgh,
   Pennsylvania and registered  under the Bank Holding Company Act of 1956, as
   amended  (the  "BHCA").   Integra  was  organized  under  the  laws  of the
   Commonwealth  of Pennsylvania  on January  26, 1989  as the  result  of the
   consolidation  of two previously unaffiliated, publicly owned corporations,
   Union National Corporation and Pennbancorp.  Integra was the third  largest
   bank holding company  headquartered in Pittsburgh and the fifth  largest in
   Pennsylvania based on total assets of   
   $14.35 billion at December 31, 1995.  

         Integra's principal activity consists of providing general retail and
   commercial banking services through its subsidiary bank with branches in 23
   counties  of  western  Pennsylvania.    In  addition, Integra's  non-retail
   banking subsidiaries  provide trust, mortgage  banking, consumer financing,
   commercial  leasing, securities  brokerage and  credit life  and disability
   reinsurance services.

         Integra   entered  into  an  Agreement  and   Plan  of  Merger  ("the
   Agreement") dated August 27, 1995  providing for the merger of Integra with
   and into National City Corporation ("National  City").  As of the effective
   time of the merger, each outstanding share of Integra  common stock will be
   converted into  two shares  of National  City common  stock.  Based  on the
   December  31, 1995 market price of National City stock, the transaction has
   a value of $66.25 per share for a total of  $2.19 billion.  Consummation of
   the  merger is  subject  to a  number  of conditions  including  receipt of
   approval of  the Agreement by  shareholders of Integra  and National  City,
   receipt of  all required regulatory  approvals and receipt  of opinions  of
   legal counsel and  independent accountants.  In January 1996,  the required
   regulatory  approvals were  received.   Under  the Agreement,  Integra will
   operate  its business  in  the  ordinary course  and use  its  commercially
   reasonable  efforts  to preserve  intact its  business  organization.   The
   transaction is expected to close in the second quarter of 1996.  The merger
   will be accounted for using the pooling-of-interests method of accounting.

         National City is a registered bank  holding company with headquarters
   in  Cleveland,  Ohio.   At  December  31,  1995,  National  City  has total
   consolidated assets  of $36.20  billion and total consolidated  deposits of
   $25.20 billion.   National City  conducts a general  retail and  commercial
   banking business  through its  bank subsidiaries,  which  operate in  Ohio,
   Indiana and Kentucky.

   Recent Merger Activity

         On   January  5,   1995,  Integra   acquired  Lincoln   Savings  Bank
   ("Lincoln"),  a Pennsylvania  chartered  publicly-owned savings  bank.   At
   December  31,  1994,  Lincoln  had  total deposits  of  $159.6  million and
   operated  seven branch offices  located in Integra's market  area.  Integra
   paid $58.00 cash for each of the outstanding shares (other than shares held
   by the Corporation)  of Lincoln common stock for  a total purchase price of
   $50.5 million.   The  transaction was accounted  for as a  purchase.   Upon
   consummation  of   the  transaction,   Lincoln  was   merged  into  Integra
   Bank/Pittsburgh ("Integra/Pittsburgh") and five branch offices were  closed
   and consolidated with nearby branch locations.  

         On  January  15,  1993,  Equimark  Corporation  ("Equimark"), a  bank
   holding  company with total assets  of $2.57 billion at  December 31, 1992,<PAGE>


   was merged into  Integra. Equimark's  principal subsidiary was Equibank,  a
   state-chartered bank  that conducted general retail  and commercial banking
   business through 53 branch offices in western Pennsylvania.  In the merger,
   .20 of an Integra common share was issued in  exchange for each outstanding
   share of  Equimark common  stock for  a total of  7,730,779 Integra  common
   shares.   Each share of  series preferred  stock of Equimark was  converted
   into one share of series preferred stock of Integra having the same rights,
   powers and preferences,  for a total of 1,159,311 Integra  series preferred
   shares.  During 1993, the series preferred stock was  converted into common
   stock and repurchased, or redeemed, such that there was no series preferred
   stock outstanding  as of December 31,  1993.  The  merger was accounted for
   using  the  pooling-of-interests  method  in  which   historical  financial
   statements  of   Integra  were   restated  retroactively   to  reflect  the
   consolidated operations of Integra and Equimark.  Upon consummation of  the
   transaction, Equibank  became a wholly-owned subsidiary  of the Corporation
   and operated as a separate bank until its merger with Integra/Pittsburgh on
   April 23, 1993.   In conjunction with  the merger, eighteen branch  offices
   were closed and  consolidated with nearby branch locations and  four branch
   offices were sold.

   Subsidiary Banks

         The  Corporation's banking subsidiaries ("the Banks") include Integra
   Bank  and  Integra  Trust  Company,  National  Association ("Integra  Trust
   Company").      Effective    May   25,   1995,   the   Corporation   merged
   Integra/Pittsburgh, Integra Bank/North and Integra Bank/South into a single
   state  charter  to form  Integra  Bank.   In  April  1993, the  Corporation
   converted its  banking subsidiaries (other than Integra Trust Company) from
   national banks to Pennsylvania-chartered banks.
   Integra  Bank operated  263 banking  offices as  of December  31,  1995 and
   maintains its main office in Pittsburgh, Allegheny County.  

         Integra Trust  Company was formed  in November 1991  and, in  January
   1992,  acquired from  the  Banks  the trust  businesses operated  by  those
   entities.  Some trust arrangements  established pursuant to indentures  and
   certain individual trust accounts remain with Integra Bank.  Integra  Trust
   Company is a national bank with full commercial banking powers.

         The  Corporation's banking  subsidiaries are  members of  the Federal
   Reserve System and are insured by the Federal Deposit Insurance Corporation
   ("FDIC") to the extent provided by law.  

   Business

         Integra  Bank  conducted business  through  263  full  service branch
   offices in 23 western Pennsylvania counties as  of December 31, 1995.   The
   Bank offers  a full range  of loan  and deposit products  to individual and
   business customers.

         Deposits are obtained primarily from residents and businesses located
   in  western  Pennsylvania  through  convenient  branch  locations  offering
   comprehensive 
   services and through a network of automated teller machines.   Integra Bank
   offers a variety of  deposit products designed to  attract and retain  both
   short-term  and long-term  deposits.   These products  include non-interest
   bearing  and interest  bearing demand  deposit accounts,  savings accounts,
   money market deposit accounts 
   and various time deposits.  Deposit products are  modified and new products
   are  developed  when  market  conditions  warrant in  conjunction  with the
   Corporation's management  of deposit levels  and costs and  its ability  to<PAGE>


   attract new  funds.   Deposit outflows that  have occurred  in recent years
   resulted from merger related  branch closings, consolidations and sales, as
   well  as  customers seeking  investment  alternatives.    The Corporation's
   deposit  levels and  cost of  deposits have  been and  will continue  to be
   significantly influenced by market conditions, competition,  interest rates
   and customer preferences.

         Integra originates  commercial loans primarily to  small- and medium-
   sized businesses across western Pennsylvania and closely neighboring areas.
   The Corporation's commercial  loans are to borrowers from various  types of
   businesses and industries.  Integra originates real estate loans secured by
   mortgages   on  residential  and  commercial   properties  and  residential
   construction  loans within its primary market  area.  Residential mortgages
   are also obtained by the Corporation's mortgage banking subsidiary's retail
   and  wholesale  lending divisions  throughout  the  eastern  and midwestern
   states.  The  Corporation sells  a majority of its  fixed rate  residential
   real estate loans in the  secondary mortgage market as part of its mortgage
   banking activities.  Consumer loans are originated in the form of indirect,
   home  equity, lines  of credit,  education, credit  card and  direct loans.
   Through a  consumer finance  subsidiary, Integra  originates non-conforming
   first  and second residential  mortgages.  A majority  of the Corporation's
   residential  real estate  and consumer  loans are  to borrowers  located in
   Pennsylvania.  Generally,  except in conjunction with its  mortgage banking
   activities and  consumer finance lending, the  Corporation lends outside of
   its traditional lending area only in very limited circumstances.  Integra's
   underwriting policies seek to limit lending to  only creditworthy borrowers
   and  are  subject  to  written,  non-discriminatory  standard  underwriting
   guidelines.

         Integra  Trust Company  provides a  variety of  fiduciary, investment
   advisory, employee benefit and custodian services to personal and corporate
   trust customers.   During the third quarter of 1994,  Integra Trust Company
   introduced its own family of mutual funds called The Inventor Funds.  As of
   December 31, 1995, the Inventor  Funds had balances totalling approximately
   $796.9 million  which included the  conversion of $614.6  million of  trust
   assets.

   Non-Bank Subsidiaries

         The  Corporation  engages  in  various  non-banking  activities  that
   complement its  banking business through non-bank  subsidiaries.  Integra's
   principal wholly-owned non-bank subsidiaries are Integra Mortgage  Company,
   Altegra Credit  Company ("Altegra"),  Integra Investment  Company,  Integra
   Brokerage Services  Company, Advent Insurance Company  and Integra Business
   Credit Company.

         Integra   Mortgage   Company  is   a   mortgage  banking   subsidiary
   incorporated  in   Pennsylvania  which  began  operations   as  a  separate
   subsidiary of Integra  Bank on  September 24, 1992.   The mortgage  banking
   portfolio of loans  serviced for others totalled $3.68 billion  at December
   31, 1995.   Integra Mortgage  Company has expanded  the Corporation's  loan
   origination  capacity throughout  Pennsylvania, Virginia  and Ohio  through
   retail  production  offices.   The  company operates  a  wholesale  lending
   division  which  acquires mortgages  through loan  correspondents, mortgage
   brokers and other  financial institutions.  Wholesale loans are  subject to
   the  same quality  control and  underwriting standards  as loans  which are
   generated by the Corporation's loan originators.  Integra sells a  majority
   of its fixed rate residential real estate loan  production in the secondary
   mortgage market and generally retains the right to service the  loans which
   provides a continuing source of non-interest income.<PAGE>


         Altegra is  a consumer finance subsidiary incorporated in Florida and
   a former non-bank  subsidiary of Equimark.   On September 9,  1994, Altegra
   changed its name from American Financial Corporation of Tampa and relocated
   its headquarters to Pittsburgh.  Altegra operates loan centers in  Florida,
   New Jersey and Pennsylvania.  Altegra is expanding this line of business in
   states  generally east  of  the  Mississippi River  and opened  ten  direct
   lending offices in  1995.  Altegra originates residential first  and second
   mortgages  that   are  not   underwritten  to   Federal  National  Mortgage
   Association and  Federal Home  Loan Mortgage Corporation  guidelines.   The
   typical variance is due to the credit history of the borrower.  Such credit
   risk is managed by lending a lower amount relative to the collateral value.
   Higher  servicing  costs  that  result  from   increased  credit  risk  are
   compensated  for  by  higher  loan  rates  in  comparison  to  conventional
   residential  real estate  and home  equity loans.   Many  of the  loans are
   purchased  from  brokers  who  originate  such  loans  in  accordance  with
   Altegra's  underwriting  standards.    Loans  in  Altegra's portfolio  were
   located   in  approximately     37  states  at  December   31,  1995,  with
   approximately half in Ohio, New Jersey,  Pennsylvania and New York.

         Integra Investment Company  is a Delaware corporation whose principal
   activity  is  investing   primarily  in  marketable  equity  securities  to
   complement  the securities  portfolio of Integra  Bank.   Integra Brokerage
   Services  Company is  a  Pennsylvania corporation  which  provides discount
   brokerage services primarily  to customers of the Banks.   Advent Insurance
   Company reinsures certain  credit life and disability  insurance offered to
   retail  consumer loan customers  of Integra Bank.   Integra Business Credit
   Company engages  in commercial leasing  activities on both  a national  and
   local basis and,  to a lesser extent,  asset-based lending to customers  in
   Integra's  regional   market  area.     In   addition  to   these  non-bank
   subsidiaries, Integra owns a  majority interest in  Integra Life  Insurance
   Company, which  is an Arizona  corporation that reinsures  credit life  and
   disability  insurance offered by Integra Bank.  Unaffiliated investors held
   approximately 24%  of the equity interest in Integra Life Insurance Company
   as of December 31, 1995.

   Employees

         As of December 31, 1995, Integra and its subsidiaries had 5,041 full-
   time  equivalent   employees.     Qualifying  employees   are  eligible  to
   participate in pension and profit sharing plans and are provided with group
   life, health and medical insurance.

   Competition

         Bank holding companies and their subsidiaries are subject to  intense
   competition  from various  financial  institutions and  other  companies or
   firms  which engage  in  similar  activities.   For example,  Integra  Bank
   competes for deposits with other commercial  banks, savings banks, thrifts,
   insurance companies,  brokerage houses and  credit unions.   The Bank  also
   competes  with other  commercial  banks, savings  banks,  thrifts, consumer
   finance  companies,  credit  unions, leasing  companies,  mortgage  banking
   companies and other lenders in the origination and servicing  of loans.  In
   providing trust, money management services and mutual  funds, Integra Trust
   Company competes  with other  commercial banks,  trust companies, brokerage
   houses, mutual  fund managers  and insurance      companies.   Many of  the
   Corporation's competitors  have substantial resources and  operations which
   are national or international  in scope and efforts  to expand the products
   and services offered by the Corporation and its subsidiaries will likely be
   met with corresponding products and services from competitors.<PAGE>


   Supervision and Regulation

         Bank holding companies, banks  and many of their  non-bank affiliates
   are extensively regulated under both federal and state law.   To the extent
   that  the   following  information  describes   statutory  and   regulatory
   provisions,  it  is  qualified  in  its  entirety  by  reference  to  those
   provisions.  The following is not intended to be  a complete description of
   the statutes and regulations applicable to the Corporation's business.

         Bank Holding Companies.  The Corporation is a registered bank holding
   company under  the  BHCA  and,  as  such,  is subject  to  supervision  and
   examination by  the Board of  Governors of the Federal  Reserve System (the
   "Federal Reserve Board").  The BHCA requires, among other things, the prior
   approval of the Federal Reserve Board if a bank holding company proposes to
   (i)  acquire  all or  substantially  all of  the assets  of any  bank, (ii)
   acquire direct or  indirect ownership or  control of  more than  5% of  the
   voting  shares of  any bank  or  bank holding  company,  or (iii)  merge or
   consolidate with any other bank holding company.  The BHCA further provides
   that  the Federal  Reserve Board  shall not  approve any  such acquisition,
   merger or  consolidation that  would result  in a  monopoly or would  be in
   furtherance  of any combination  or conspiracy to monopolize  or attempt to
   monopolize the business of banking in any part of the United States, or the
   effect of  which may be substantially  to lessen competition  or to tend to
   create  a monopoly  in any  section of the  country, or  that in  any other
   manner would be in restraint of trade, unless the anti-competitive  effects
   of  the  proposed  transactions  are  clearly  outweighed,  in  the  public
   interest,  by  the  probable effect  of  the  transaction  in  meeting  the
   convenience and needs of the community to be served.

         The BHCA prohibits a bank holding company, with certain exceptions,  
   from acquiring more than 5% of the voting shares of any company that is not
   a bank and from engaging in any business other than banking or  managing or
   controlling  banks  and  other  subsidiaries  authorized  by  the  BHCA  or
   providing  services to  them  without  the prior  approval of  the  Federal
   Reserve Board.  Under the  BHCA, the Federal Reserve Board is authorized to
   approve the  ownership of shares  by a bank holding company  of any company
   whose activities have been determined by the Federal Reserve Board to be so
   closely  related to banking or to managing  or controlling banks as to be a
   proper  incident thereto.    In making  such  determinations,  the  Federal
   Reserve Board is required to weigh the expected benefit to the public, such
   as  greater convenience,  increased  competition and  gains  in efficiency,
   against  the  possible adverse  effects,  such  as  undue  concentration of
   resources,  decreased  or unfair  competition,  conflicts  of  interest and
   unsound banking practices.

         The  BHCA also  generally  prohibits the  Federal Reserve  Board from
   approving  a bank holding company's  application to acquire  a bank or bank
   holding company located  outside the state in  which the operations  of its
   banking subsidiaries  are principally  located, unless  such acquisition is
   specifically authorized by a statute of the state in which the bank or bank
   holding company  to be  acquired is located  or the  acquisition involves a
   closed or failing bank  and has been  authorized under the Federal  Deposit
   Insurance  Act  (the  "FDIA").    Pennsylvania  law  permits  bank  holding
   companies located  in any  state  to acquire  Pennsylvania banks  and  bank
   holding  companies, provided that  the home state of  the acquiring company
   has enacted "reciprocal" legislation.  In this context, reciprocal 
   legislation is  generally defined as legislation  that expressly authorizes
   Pennsylvania  bank  holding  companies to  acquire  banks or  bank  holding
   companies located in another state on terms and conditions substantially no<PAGE>


   more  restrictive  than  those   applicable  to  such  an  acquisition   in
   Pennsylvania by a bank holding company located in the other state.

         On  September  29,  1994,  the  Riegle-Neal  Interstate  Banking  and
   Branching Efficiency  Act was  signed into  law (the "IBBEA").   The  IBBEA
   provides for the repeal of restrictions on interstate bank acquisitions  by
   bank holding companies  and restrictions on interstate  branching by banks.
   Subject  primarily  to  deposit  concentration  limitations,  bank  holding
   companies  will be  able to  acquire banks  that are  located in  any state
   beginning one year after the enactment of the IBBEA.   Subject primarily to
   thresholds regarding  adequate capitalization  and sound  management, banks
   will be  permitted to engage  in interstate branching three  years from the
   date of enactment of the IBBEA.  States  will have limited powers to modify
   the effect of the IBBEA within their borders.

         In  July  1995,  Pennsylvania enacted  various  statutory  amendments
   harmonizing Pennsylvania  banking laws with  the IBBEA.   As a result,  and
   subject to  some restrictions, any national or  state-chartered bank having
   its principal office outside  Pennsylvania may establish branch offices  in
   Pennsylvania for  the conduct  of  its business.   Among  the  restrictions
   applicable to  this power  are that banks chartered  by another  state must
   receive approval of the Pennsylvania Department of Banking  ("PADOB") prior
   to branching in Pennsylvania, and  the home state of any national or state-
   chartered  bank  must allow  banks  located  in  Pennsylvania  to establish
   branches in  that  other state.    Additionally,  the  recent  Pennsylvania
   enactments also allow bank holding companies located in other states to own
   and,  with PADOB  approval, acquire  banks, bank  and trust  companies, and
   national banks principally located in Pennsylvania.

         Bank holding companies and their subsidiary banks are also subject to
   the provisions  of the Community Reinvestment  Act of 1977  ("CRA").  Under
   the  CRA, the Federal  Reserve Board (or other  appropriate bank regulatory
   agency) is  required, in  connection  with its  examination of  a bank,  to
   assess such  bank's record in  meeting the credit needs  of the communities
   served  by that  bank,  including low-  and  moderate-income neighborhoods.
   Further, such assessment is also required of any bank holding company which
   has  applied to (i) charter a national bank,  (ii) obtain deposit insurance
   coverage  for a newly  chartered institution, (iii) establish  a new branch
   office  that will accept deposits, (iv) relocate an office, or (v) merge or
   consolidate with,  or acquire  the assets or  assume the  liabilities of, a
   federally-regulated financial institution.   In the case of a  bank holding
   company  applying for  approval to  acquire a  bank or  other bank  holding
   company,  the  Federal  Reserve  Board  will  assess  the  record  of  each
   subsidiary of the applicant  bank holding company, and such records may  be
   the basis for denying the application or imposing conditions in  connection
   with  approval of the application.   On December 8, 1993,  the federal bank
   regulators  jointly announced proposed regulations  to simplify enforcement
   of the CRA by substituting twelve assessment factors with three  assessment
   factors for use in calculating CRA ratings (the "December 1993  Proposal").
   In response to comments received by the regulators regarding their December
   1993  Proposal, the  federal bank  regulators  issued revised  CRA proposed
   regulations  on September  26,  1994  (the "Revised  CRA Proposal").    The
   Revised  CRA Proposal,  compared  to  the  December  1993  Proposal,  would
   essentially  broaden  the scope  of CRA  performance examinations  and more
   explicitly consider  community development activities.   Moreover, in 1994,
   the  Justice Department  became more  actively  involved in  enforcing fair
   lending laws.  In  April 1995, the federal bank regulators adopted  new CRA
   regulations which would be phased in over a year and a half,  commencing in
   January  1996.   In November 1995, the  federal bank  regulators issued CRA
   guidelines  for  bank  examiners.   The  new  CRA  regulations  attempt  to<PAGE>


   emphasize  performance,   instead  of  documentation  or   the  process  of
   compliance,  under CRA  in  the  areas of  community lending,  service  and
   investment.  The recent  examiner's guidelines attempt to  reduce paperwork
   burdens for banks.

         The Financial Institutions Reform, Recovery, and Enforcement Act of  
   1989 ("FIRREA") was enacted by  Congress on August 9, 1989.  Among the more
   significant consequences of FIRREA with  respect to bank holding  companies
   is  the  impact of  the "cross-guarantee"  provision and  the significantly
   expanded enforcement powers of bank regulatory agencies.  Under the  cross-
   guarantee provision,  if one depository institution  subsidiary of a multi-
   unit holding company fails or requires FDIC assistance, the FDIC may assess
   a  commonly  controlled depository  institution  for  the  estimated losses
   suffered  by the FDIC.  While the  FDIC's claim is junior  to the claims of
   non-affiliated   depositors,  holders   of  secured   liabilities,  general
   creditors,  and subordinated  creditors, it  is superior  to the  claims of
   shareholders.  Among the significantly  expanded enforcement powers of  the
   bank regulatory  agencies are  the powers  to (i)  obtain cease  and desist
   orders, (ii) remove officers and directors, (iii) approve new directors and
   senior  executive officers  of  certain depository  institutions,  and (iv)
   assess  criminal  and  civil   money  penalties  for  violations   of  law,
   regulations  or  conditions  imposed  by,  or  agreements with,  regulatory
   agencies.

         Under Federal Reserve  Board regulations, a  bank holding  company is
   required to serve  as a source of financial  and managerial strength to its
   subsidiary banks and may not conduct its operations in an unsafe or unsound
   manner.  In addition, it has been  the Federal Reserve Board's policy  that
   in serving as a source of strength to its subsidiary  banks, a bank holding
   company should stand  ready to use available resources to  provide adequate
   capital funds to its subsidiary banks during periods of financial stress or
   adversity and should maintain the financial flexibility and capital-raising
   capacity to obtain additional resources for assisting its subsidiary banks.
   A bank holding  company's failure to  meet its  obligations to  serve as  a
   source of strength to its subsidiary banks may be considered by the Federal
   Reserve Board to be  an unsafe and unsound banking practice or  a violation
   of the Federal Reserve Board regulations or both.  This doctrine has become
   known as the  "source of  strength" doctrine.  Although  the United  States
   Court of  Appeals for  the Fifth  Circuit struck  down the Federal  Reserve
   Board's  source of  strength  doctrine  in 1990,  saying that  the  Federal
   Reserve Board had  no authority to assert the  doctrine under the BHCA, the
   decision  was reversed  by the  United States  Supreme Court  on procedural
   grounds.  The  validity of the  source of  strength doctrine  is likely  to
   continue to be the subject of litigation until definitively resolved by the
   courts or by Congress.

         The Corporation is  deemed to be a Pennsylvania Bank  Holding Company
   as  that  term is  defined  in the  Pennsylvania Banking  Code of  1965, as
   amended (the   "Banking Code"), and is, therefore, subject to  the statutes
   contained therein and the regulations promulgated thereunder by the PADOB.

         Subsidiary  Banks.   Integra Bank  is a  Pennsylvania-chartered, FDIC
   insured bank which is a member of the Federal Reserve System.  As such, the
   Bank is supervised and  regulated by the PADOB,  the Federal Reserve  Board
   and the FDIC.   Integra Trust Company is  a national bank.  As  such, it is
   supervised and regulated  by the Office of  the Comptroller of the Currency
   (the "Comptroller"), the Federal Reserve Board and the FDIC.  Additionally,
   the  net  income of  the Banks  may  be significantly  affected  by federal
   monetary  policy as exercised by the Federal Reserve  Board with respect to
   the money supply and the availability of credit.<PAGE>



         The  parent company's  principal  assets are  its investments  in its
   subsidiaries  and the  dividends from  its  subsidiary banks  constitute an
   important  source  of operating  income.   Dividends  that may  be  paid by
   Integra  Bank  to  the  Corporation  are  subject  to   certain  regulatory
   limitations.  The dividends paid by a state bank under the Banking Code may
   not exceed accumulated net earnings (essentially, undivided profits) of the
   bank.   Generally,  the  prior approval  of  the Federal  Reserve  Board is
   required if the total of all dividends  declared by a state member bank  in
   any calendar  year  exceeds its  net profits  (as  defined) for  that  year
   combined with  its retained  net  profits for  the preceding  two  calendar
   years.  Under the FDIA, no dividends may be paid by an  insured bank if the
   bank is in arrears  in the payment of  any insurance assessment due to  the
   FDIC.  The FDIC and the Federal Reserve Board, and the PADOB, also have the
   authority to  disallow the  payment of  dividends if  the payment  of  such
   dividends is determined to constitute an unsafe and unsound practice.

         With  respect  to  Integra  Trust   Company,  the  approval  of   the
   Comptroller  is required  if the  total of  all  dividends declared  in any
   calendar year exceeds the company's net profits  (as defined) for that year
   combined  with the  company's retained  net profits  for the  preceding two
   calendar  years.   Additionally,  Integra Trust  Company  may  not  declare
   dividends in excess of net profits on  hand, after deducting the amount  by
   which the principal amount of all loans on which interest is past due for a
   period of six months or more exceeds the reserve for loan  losses.  Integra
   Trust Company has  no loans among its assets.  The Comptroller also has the
   authority  to prohibit Integra Trust Company from engaging  in what, in the
   regulator's  opinion,  constitutes   an  unsafe  or  unsound  practice  for
   conducting its  business.  Depending  upon the financial  condition of  the
   company, the  payment of  dividends could be  deemed to  constitute such an
   unsafe or unsound  practice.  The Comptroller has indicated  that generally
   it would be an unsafe  and unsound practice to pay dividends  except out of
   current operating earnings.

         The ability  of the  Corporation's  subsidiary  banks to  make  funds
   available to  the Corporation is  also subject to  restrictions imposed  by
   federal law  on the  ability  of any  such  bank to  extend credit  to  the
   Corporation and  its non-bank subsidiaries, to purchase the assets thereof,
   to  issue a  guarantee,  acceptance, or  letter of  credit on  their behalf
   (including  an endorsement or standby letter of credit) or to invest in the
   stock  or  securities thereof,  or  to  take such  stock  or  securities as
   collateral  for loans  to any  borrower.   Such  extensions  of credit  and
   issuances generally must be secured and are generally limited, with respect
   to the Corporation and each subsidiary, to 10% of such bank's capital stock
   and  surplus  and,  with  respect  to  the  Corporation  and  all  of  such
   subsidiaries,  to an  aggregate of  20% of  such  bank's capital  stock and
   surplus.   Generally,  no subsidiary  bank  may  accept the  stock  of  the
   Corporation as collateral for a loan.

         The payment of dividends by the Corporation and its bank subsidiaries
   may also be  affected or limited by other  factors, such as the requirement
   to maintain  adequate capital  above  regulatory minimums.   In  1989,  the
   Federal Reserve Board adopted final  risk-based capital guidelines for bank
   holding companies.  These rules became fully phased in at the end of  1992.
   The minimum guidelines for the 
   ratio  of total  capital  to risk-weighted  assets (including  certain off-
   balance-sheet activities,  such as  standby letters of  credit) is  8%.  At
   least 4% of the  total capital must  be "Tier I  Capital" or core  capital,
   which  may be composed of  common equity,  retained earnings and  a limited
   amount of  perpetual preferred  stock, less goodwill and  intangible assets
   other than purchased mortgage  servicing rights acquired after February 18,<PAGE>


   1992.  The remainder may consist of subordinated debt, cumulative preferred
   stock and  a limited amount  of loan  loss reserves ("Total  Capital").  In
   addition, the Federal Reserve Board has  established minimum leverage ratio
   guidelines for bank holding companies.  These guidelines provide a  minimum
   leverage  ratio of  tangible equity  (shareholders' equity  less disallowed
   intangibles)  to adjusted  average quarterly  assets equal  to 3%  for bank
   holding companies that meet certain specified criteria.
   <PAGE>
         The following  table sets forth  capital ratios for  Integra and  its
   principal bank subsidiary as of December 31, 1995:
   <TABLE>

   <CAPTION>

                                Total Capital      Tier I
                                   to Risk-      Capital to
                                   Weighted     Risk-Weighted
                                Assets (A)(C)    Assets (C)     Leverage (B)(C)

    <S>                         <C>             <C>            <C>
    Integra Financial          
      Corporation                       14.61%         11.13%              7.02%
    Integra Bank                        12.31%         11.05%              6.88%

   (A)   Tier I  Capital plus  reserve for  loan losses  (limited to  1.25% of  total risk-weighted
         assets) plus subordinated debt divided by risk-weighted assets.
   (B)   Tier I  Capital divided  by quarter-to-date  average assets  less goodwill  and intangible
         assets, with certain exceptions.
   (C)   In  accordance  with regulatory  guidelines,  these  capital  ratios  do not  include  net
         unrealized gains  or losses on  securities available  for sale under  Financial Accounting
         Standards Board  ("FASB") Statement 115  "Accounting for Certain  Investments in  Debt and
         Equity Securities".
   </TABLE>

         In  December   1991,  the  Federal   Deposit  Insurance   Corporation
   Improvement  Act (the  "FDICIA") became  law.   Section  131 of  the FDICIA
   creates a framework  for supervisory actions regarding insured institutions
   and their holding companies, in an effort  to reduce the risks of  possible
   long-term losses to deposit insurance funds.  Under the FDICIA, the federal
   bank regulators  are required to establish five levels of  capital at which
   insured  depository institutions  will be  "well  capitalized," "adequately
   capitalized,"  "undercapitalized,"   "significantly  undercapitalized"  and
   "critically  undercapitalized."    The  regulators  adopted regulations  to
   implement the requirements  of FDICIA, which became  effective December 19,
   1992.    Integra  Bank  has been  deemed  "well  capitalized".   Under  the
   regulations,  the required  minimum  capital ratios  for each  category  of
   institutions are, with certain exceptions, as follows:

   <TABLE>

   <CAPTION>

                                                Tier I 
                          Total Capital       Capital to 
                         to Risk-Weighted    Risk-Weighted
                              Assets            Assets           Leverage


    S>                  <C>                <C>              <C
<PAGE>


    Well capitalized      10% or above and  6% or above and        5% or above

    Adequately          
       capitalized         8% or above and  4% or above and        4% or above
    Undercapitalized           Under 8% or      Under 4% or           Under 4%

    Significantly       
       undercapitalized        Under 6% or      Under 3% or           Under 3%

    Critically          
       undercapitalized                                            2% or Under
   </TABLE>
         The  appropriate  federal bank  regulatory  agency  has  authority to
   downgrade  an  institution's  capital  designation  by one  category  if it
   determines that an institution  is in an unsafe or unsound condition  or is
   engaging in unsafe or unsound practices.

         The FDICIA provides for increased supervision for banks not rated in 
   one of the two highest  categories under the "CAMEL"  composite bank rating
   system.    Undercapitalized institutions  are  required  to  submit capital
   restoration  plans to  the appropriate  federal banking  regulator  and are
   subject to restrictions on operations, including prohibitions on branching,
   engaging  in  new   activities,  paying  management  fees,  making  capital
   distributions such  as dividends, and growing  without regulatory approval.
   Moreover, companies  controlling undercapitalized  depository  institutions
   are required to guarantee their  subsidiaries' compliance with the  capital
   restoration plan  until the institution has been  adequately capitalized on
   average  during each of  four consecutive quarters and  to provide adequate
   assurances of performance.   Controlling companies have liability up  to an
   amount equal  to the lesser  of 5% of  such an institution's assets  at the
   time it  became undercapitalized or  the amount of  the capital  deficiency
   when such an  institution first fails to meet the plan.   Claims under such
   guarantee would likely be  entitled to priority over the claims of  general
   unsecured creditors of the controlling company in the event of such 
   company's bankruptcy.  Two years after the date of enactment of the FDICIA,
   restrictions  on loans  to undercapitalized  institutions from  the Federal
   Reserve Banks generally apply.

         Significantly  or   critically  undercapitalized   institutions   and
   undercapitalized institutions  that do not submit  and comply with  capital
   restoration plans  acceptable to  the applicable  federal banking regulator
   are subject to at least one of the following sanctions:  (i) forced sale of
   shares  to raise capital or, where  grounds exist for the  appointment of a
   receiver or conservator, a forced merger; (ii) restrictions on transactions
   with affiliates; (iii) limitations on interest rates paid on deposits; (iv)
   further restrictions on  growth or  required shrinkage; (v) replacement  of
   directors  or senior  executive  officers, subject  to  certain grandfather
   provisions  for those  elected prior to the  enactment of  the FDICIA; (vi)
   prohibitions on  the receipt of correspondent  deposits; (vii) restrictions
   on  capital distributions  by the  holding companies of  such institutions;
   (viii)  required  divestiture  of  subsidiaries  by  the institution;  (ix)
   required alteration, reduction or termination by the institution or any  of
   its subsidiaries of any activity that the agency determines poses excessive
   risk to the institution; (x) required divestiture of affiliates by  holding
   companies  of   such  institutions;   (xi)  required   divestiture  of  the
   institution; or  (xii) other restrictions  as determined  by the regulator.
   In addition, the compensation  of officers would be frozen at the  level in
   effect when the institution failed to meet the capital standards.  A forced
   sale  of  shares  or  merger,  restrictions on  affiliate  transactions and
   restrictions  on rates  paid on deposits  is required to be  imposed by the<PAGE>


   regulator  unless  the  regulator determines  that  they would  not further
   capital improvement.

         In  addition   to  the   foregoing,  a   critically  undercapitalized
   institution  may  not,  without  FDIC approval:  (i)  enter  into  material
   transactions outside of the ordinary course of business; (ii) extend credit
   on highly leveraged transactions; (iii) amend its charter or by-laws;  (iv)
   make  any material  change in  its accounting  methods; (v)  engage  in any
   covered transactions  with affiliates;  (vi) pay  excessive compensation or
   bonuses; or  (vii) pay  rates  on liabilities  significantly in  excess  of
   market rates.  A critically undercapitalized institution may not, beginning
   60  days after becoming  critically undercapitalized,  make any  payment of
   principal or interest on the institution's
   subordinated debt issued after July 15, 1991.

         The FDICIA  requires the  appointment of  a  conservator or  receiver
   within 90  days after  an institution  becomes critically undercapitalized,
   unless  the FDIC and  the primary federal regulator  jointly determine that
   another course of action would better protect the federal deposit insurance
   fund.  If the institution  does not reach the critical capital level within
   270 days of becoming  critically undercapitalized, a receiver  generally is
   required to  be appointed,  notwithstanding any  determination that another
   course  of action  would be  appropriate.   The  board  of directors  of an
   insured  depository   institution  is  not  liable   to  the  institution's
   shareholders or creditors  for consenting in good faith to  the appointment
   of a receiver or conservator or to an  acquisition or merger as required by
   the regulators.

         On  February  22,  1994,  the  federal  bank  regulators proposed  to
   implement  another provision  of FDICIA  that  requires  the regulators  to
   revise   their  risk-based   capital  standards   for  insured   depository
   institutions to take account of the concentration of credit risk and  risks
   associated  with nontraditional  activities.   On  September 14,  1993, the
   federal bank  regulators proposed FDICIA-based regulations  to adjust risk-
   based capital standards based upon interest rate risk.  In August 1995, the
   federal bank regulators  issued a final rule which addresses  interest rate
   risk in the context of the regulator's risk-based capital rules.  The final
   rule  establishes a  method  for assessing  risk but  does not  establish a
   regulatory maximum  for interest  rate  risk exposure.   The  federal  bank
   regulators expect to establish such a threshold in future rulemaking  after
   they   have  collected  sufficient  information  under  the  new  rule  for
   assessment of interest rate risk.  Until  such a threshold is  established,
   the effect on Integra's capital requirements cannot be determined.

         Under FIRREA, the FDIC is authorized to prescribe regulations to     
   prevent  depository institutions  from contracting  for goods,  products or
   services in a manner that would adversely affect the safety or soundness of
   the institution.  A proposed regulation of the FDIC would  prohibit certain
   "adverse  contracts" with  unrelated third  parties and  would establish  a
   rebuttable  presumption  that  certain   contracts  with  related  parties,
   including  contracts for  loan processing  or servicing,  bookkeeping, data
   processing and  management  services, are  adverse.    The  regulation,  if
   adopted as proposed,  could restrict the ability of the  Corporation's bank
   subsidiary  to  contract for  goods, products  and services  with unrelated
   third parties.

         The FDIC has also  proposed a regulation that  would impose an arm's-
   length standard  and certain requirements on  non-lending business dealings
   between the Corporation's  bank subsidiary and certain insiders,  and would<PAGE>


   prohibit certain  real estate  transactions between  the Corporation's bank
   subsidiary and their insiders.

         In  addition to the supervisory measures  described above, the FDICIA
   recapitalizes  the   Bank  Insurance  Fund  ("BIF")   and  imposes  certain
   supervisory  and regulatory reforms  on the banking industry.   In general,
   the FDICIA recapitalizes  the BIF by increasing  authorized borrowings from
   the U.S. Treasury for working capital purposes,  which borrowings are to be
   repaid  from assessments  (including special  assessments) on  BIF members.
   The  FDICIA  authorizes  the  FDIC  to  charge  for  regular  and   special
   examinations of depository institutions  and the Comptroller and the Office
   of  Thrift  Supervision to  assess  fees  to cover  the  expenses  of their
   offices. 

         The FDICIA permits insured depository institutions to merge or engage
   in a purchase and assumption transaction with any other insured  depository
   institution with  the prior  approval of  the appropriate  federal  banking
   regulator for the resulting entity.  Insurance assessments may be levied on
   the deposits of the resulting institution based on whether the deposits are
   insured by BIF or the Savings Association Insurance Fund  ("SAIF") prior to
   the  transaction.   Exit and  entrance fees  will not  be applied  to these
   transactions but the resulting institution must be able to  meet all of the
   applicable capital requirements upon consummation of the transaction.

         The  FDICIA increases  from  $5  billion to  $30 billion  the  FDIC's
   authorization  to  borrow  from the  U.S.  Treasury  for  bank  losses  and
   authorizes an additional  $40 billion in borrowings from the  U.S. Treasury
   for  working capital  purposes.   Borrowings would  be repaid  from deposit
   insurance assessments, including  special assessments  on banks  (including
   the Corporation's bank subsidiaries), and the  issuance of FDIC obligations
   to BIF member banks.

         The federal bank regulatory agencies are required by the FDICIA to   
   adopt  uniform capital  and accounting  rules.   The accounting  rules must
   require supplemental disclosure  in reports to the banking agencies  of all
   assets and liabilities, including contingent assets and liabilities and, to
   the  extent feasible, of the estimated fair market  valuation of assets and
   liabilities.

         Pursuant  to  FDICIA,  the  federal  bank  regulatory  agencies  were
   required  to  prescribe  minimum  operational  standards  with  respect  to
   internal controls, loan documentation, credit underwriting, asset  quality,
   earnings, compensation arrangements  and minimum ratios  of market  to book
   value  for publicly  traded companies.   Institutions  failing to  meet the
   operational standards will be required to submit corrective plans and  will
   be subject to  sanctions for failure to submit or  comply with a plan.   On
   November  16,  1993, the  federal  bank  regulators  issued  proposed rules
   addressing the foregoing.  In 1994, Congress allowed federal regulators  to
   adopt guidelines,  instead of regulations concerning  safety and soundness.
   In July  1995, the federal  banking regulators jointly  adopted safety  and
   soundness guidelines for banking institutions with respect to asset quality
   and  earnings,  operational  and  management  policies,  and other  issues.
   However,  in  July  1995,  the  regulators  also   proposed  more  specific
   guidelines  concerning   asset  quality  and  earnings.     Generally,  the
   guidelines  that  were adopted  established  general  safety  and soundness
   objectives.  If an institution is  not found to be in compliance with  such
   objectives, the regulators may mandate the adoption of a compliance plan.  

         The FDICIA also provides for certain consumer and low- and  moderate-
   income lending and deposit programs.<PAGE>


         Under  FDICIA, the  FDIC on  December 8,  1993, made  effective rules
   generally prohibiting federally  insured state banks from engaging directly
   or indirectly in activities not permissible for national banks.

         The  Corporation's bank  subsidiaries, together  with all  other FDIC
   insured  banking  institutions,  are  subject  to  FDIC  deposit  insurance
   premiums.  Under FIRREA, the FDIC is  authorized to set the annual  premium
   for banks  and savings  associations  as high  as determined  necessary  to
   assure stability of the insurance funds, thus  eliminating what was at  one
   time the maximum  annual increase of 7.5  cents and an overall  cap of 32.5
   cents per $100 of deposits.

         Effective  January  1,  1993,  FDIC  transitional  deposit  insurance
   premium rates for FDIC insured banks were established  based on the capital
   rating   (i.e.,--"undercapitalized,"    "adequately   capitalized,"   "well
   capitalized") assigned to  the institution  by the  federal regulators  and
   certain other supervisory factors. Integra  Bank pays the lowest  insurance
   premium.  Based  on the transitional rules, the FDIC  established permanent
   risk-based deposit insurance premiums effective as of January 1, 1994.  The
   premiums ranged from 23 cents to  31 cents per $100 of deposits.  In August
   1995, the FDIC lowered the BIF insurance rate for "well capitalized"  banks
   from  23 cents to 4 cents per $100 of eligible deposits retroactive to June
   1, 1995.  The SAIF premium  rate remained at 23 cents.  Approximately $1.64
   billion of Integra's  deposits are  assessed the SAIF  premium rate.   Such
   deposits  were  purchased  from  or  obtained  in  acquisitions  of savings
   institutions.  On  November 14, 1995, the FDIC  reduced the premiums on BIF
   deposits  for the first semiannual assessment period of 1996 by 4 cents per
   $100  of eligible deposits so  that the highest rated institutions will pay
   the statutory  annual minimum  of $2,000.   The  SAIF deposit  premium will
   continue to be assessed at 23 cents for "well capitalized" institutions for
   the first semiannual assessment period of 1996.

         Potential  Enforcement Actions.    Banking  organizations  and  their
   institution-affiliated  parties  may be  subject  to  potential enforcement
   actions by the  various banking regulators for unsafe or  unsound practices
   in conducting  their businesses,  or for  violations of  any law,  rule  or
   regulation,  any condition imposed in writing by the  agency or any written
   agreement with the agency.  Enforcement actions may include the appointment
   of a conservator or  receiver, imposition of  cease-and-desist orders,  the
   termination  of  insurance on  deposits,  the  imposition  of  civil  money
   penalties  and  removal and  prohibition  orders  against  the institution-
   affiliated parties.

         FIRREA  significantly   expands  the   enforcement  powers  of   bank
   regulatory  agencies,  increases the  penalties for  violations of  law and
   substantially revises and codifies the powers of receivers and conservators
   of depository institutions.

         The Crime Control  Act of  1990, enacted on November  29, 1990,  also
   contains  a  number of  provisions  which further  enhance the  enforcement
   powers of  the federal  banking  regulators, expand  the scope  of  persons
   potentially subject to  enforcement actions and increase  the penalties for
   violations of law.

         Proposed  Legislation.    Certain  proposals  affecting  the  banking
   industry have  been discussed from  time to time.   Such proposals include:
   limitations on investments that an institution may make with insured funds;
   regulation of  all insured depository institutions  by a single  regulator;
   repeal of all  or portions of the Glass-Steagall  Act which has limited the
   ability of banks  and their  holding companies to fully  engage in  capital<PAGE>


   markets activities; limitations on the number of accounts protected by  the
   federal  deposit  insurance funds;  reduction  of  the  application  of the
   $100,000 coverage  limit on  deposits; regulation  of derivatives products;
   and  imposition of responsibility  on bank holding companies  for losses of
   insured affiliates and subsidiaries.  It is uncertain which, if any, of the
   above  proposals may  become law  and what  effect they  would have  on the
   Corporation and its banks and non-bank subsidiaries.

         Non-Bank Subsidiaries.   The Corporation's non-bank subsidiaries  are
   subject to regulatory restrictions imposed by the Federal Reserve Board and
   other federal or state regulatory agencies.  For example, Integra Brokerage
   Services Company is a registered broker-dealer whose activities are subject
   to supervision by the PADOB and by  the Federal Reserve Board.   It is also
   subject to rules and regulations promulgated by the Securities and Exchange
   Commission,  the  National Association  of  Securities  Dealers,  Inc., the
   Securities Investors Protection Corporation and the Pennsylvania Securities
   Commission.  Integra Life Insurance  Company and Advent Insurance  Company,
   the Corporation's insurance company subsidiaries, which are incorporated in
   Arizona, are subject  to supervision and regulation by the  Federal Reserve
   Board and the Department of  Insurance of the State of Arizona.  Other non-
   bank subsidiaries of the Corporation are regulated under federal and  state
   consumer finance laws, among others.

   Governmental Policies

         The  operations   of  financial  institutions  may   be  affected  by
   legislative  changes and  by the  monetary and  fiscal policies  of various
   regulatory authorities,  including the Federal Reserve Board.  An important
   function of the Federal Reserve Board is to promote orderly economic growth
   by influencing interest  rates and regulating the national supply  of money
   and credit.  Among the instruments of  monetary policy used by the  Federal
   Reserve Board  to implement its  objectives are open  market operations  in
   U.S. Government securities, changes in the discount rate on bank borrowings
   and changes in reserve requirements on bank deposits.

         These instruments of monetary policy are used in varying combinations
   to influence the overall level of bank loans, investments and  deposits and
   the interest  rates charged on  loans and  paid for deposits.   Because its
   actions  strongly influence  short-term  movements in  interest  rates, the
   monetary policies  of the  Federal  Reserve Board  have had  a  significant
   effect on  the operating results of  banks in the past  and are expected to
   continue to do so in the future.


   Statistical Data

         Distribution  of   Assets,  Liabilities   and  Shareholders'  Equity;
   Interest  Rates and Interest  Differential.   The information  contained in
   Part II,  Item  7 under  the following  headings:  "Rate/Volume  Analysis",
   "Nonperforming  Assets  and Past  Due  Loans", "Reserve  for Loan  Losses",
   "Consolidated Average Balances and Net Interest Analysis" and Part II, Item
   6 Selected Financial Data is incorporated herein by reference.
   <PAGE>
         Securities  Portfolio.    Information  regarding   the  Corporation's
   securities portfolio at December 31, 1995 and 1994 is  included in Part II,
   Item 8  in Notes 3 and  4 to the  Consolidated Financial Statements hereof,
   and  is  incorporated  herein  by  reference.   The  amortized  cost, gross
   unrealized  gains, gross  unrealized losses  and fair  value of  securities
   available for sale at December 31, 1993 was as follows:<PAGE>


   <TABLE>
   <CAPTION>
                                                Gross        Gross
                                Amortized  Unrealized   Unrealized          Fair
    (Dollars in thousands)           Cost       Gains       Losses         Value

    <S>                       <C>          <C>         <C>          <C>
    U.S. Treasury securities   $1,126,796     $41,952     $(4,070)    $1,164,678
    U.S. Government agency   
       securities                 493,133      15,654         (63)       508,724
    Mortgage-backed          
       securities               2,506,430      28,213      (8,953)     2,525,690
    Collateralized mortgage  
       obligations                745,554      16,642        (523)       761,673
    Corporate debt           
      securities                  334,945      11,758         (86)       346,617
    Marketable equity        
       securities                 250,703     115,041      (2,071)       363,673
    Asset-backed securities       217,041       5,857         -0-        222,898
    Federal Home Loan Bank   
       and Federal Reserve   
       Bank stock                 180,780         -0-         -0-        180,780
    State and political      
       subdivision           
       securities                  77,067       4,076        (325)        80,818
    Residual securities               726         559         -0-          1,285

         Total Securities      $5,933,175    $239,752    $(16,091)    $6,156,836
   </TABLE>
         Loan  Portfolio.    A  breakdown  of  the  loan  portfolio  by  major
   categories at December 31 of each of the last  five years follows.  Certain
   amounts have been reclassified for comparative purposes.

    <TABLE>
    <CAPTION>

     (Dollars in thousands)         1995            1994             1993            1992            1991
     <S>                        <C>             <C>             <C>             <C>             <C>

     Commercial                   $1,175,986      $1,452,438      $1,550,127      $1,650,487       $1,695,800 
     Real estate:
        Construction                 183,251         153,431         247,175         203,084          302,938 
        Commercial                   919,897         721,470         729,483         809,621          638,460 
        Residential                2,260,478       1,985,344       1,643,137       1,619,594        1,102,804 
     Consumer                      3,563,882       3,295,188       2,911,331       2,746,350        2,548,187 
     Lease finance                    90,484          86,295          86,881          98,328          104,014 
                                   8,193,978       7,694,166       7,168,134       7,127,464        6,392,203 
     Unearned income                 (97,823)        (96,110)        (79,640)        (76,635)         (68,399)
        Total, net of                                                                        
     unearned income              $8,096,155      $7,598,056      $7,088,494      $7,050,829       $6,323,804 
    </TABLE>
    <PAGE>

   The maturity distribution  of the loan portfolio by major  categories based
   on contractual terms as of December 31, 1995 follows:

   <TABLE>
   CAPTION
<PAGE>


                               Maturing       Maturing      Maturing
                                During       From 1997        After
    (Dollars in thousands)       1996       Through 2000      2000           Total

    <S>                      <C>           <C>            <C>            <C>
    Commercial                   $407,822     $  416,075     $  352,089     $1,175,986
    Real estate:
       Construction               126,542         56,709            -0-        183,251
       Commercial                 106,332        328,933        484,632        919,897
       Residential                  5,018        102,539      2,152,921      2,260,478
    Consumer                       95,646      2,594,828        873,408      3,563,882
    Lease finance                   1,810         66,053         22,621         90,484
    Total                        $743,170     $3,565,137     $3,885,671     $8,193,978
   </TABLE>

         The maturity distribution of the loan portfolio by fixed and variable
   interest rates based on contractual terms as of December 31, 1995 follows:
   <TABLE>
   <CAPTION>

                               Maturing       Maturing      Maturing
                                During       From 1997        After
    (Dollars in thousands)       1996       Through 2000      2000          Total

    <S>                      <C>           <C>            <C>            <C>
    Loans with fixed
       interest rates            $442,784     $2,175,125     $2,381,317    $4,999,226
    Loans with variable                                 
      interest rates              300,386      1,390,012      1,504,354     3,194,752

    Total                        $743,170     $3,565,137     $3,885,671    $8,193,978
   </TABLE>

         Loans are  placed on nonaccrual status in  accordance with regulatory
   guidelines  or when,  in management's  opinion, it  is determined  that the
   collectibility of interest, but not necessarily principal, is doubtful.

         Interest income of  $2.3 million was recognized during 1995  on loans
   on nonaccrual  status as  of December  31, 1995.   Interest income  of $5.0
   million  would have been recognized in 1995 if these loans had been current
   at original contractual rates.

         Management is not  aware of any significant loans individually  or in
   the aggregate that were not classified as  nonperforming or past due as  of
   December  31, 1995 for which  there was serious doubt as  to the ability of
   the borrower to comply with existing loan repayment terms.

         Allocation of the  Reserve for Loan Losses.  The  Corporation adheres
   to credit policies and utilizes a loan review function to ensure quality in
   its lending activities.   The credit policies  stress conservatism, quality
   in lending  activities and  strong relationships  with customers possessing
   adequate equity and  cash flow backed by collateral and/or guarantees.  The
   assessment of risk factors and adequacy of the reserve  for loan losses are
   evaluated  by the  loan  review  function (which  is independent  from  the
   lending  function),   by  external  bank  regulators   and  by  independent
   accountants.  It is management's belief that the reserve for loan losses is
   adequate to  cover any potential problem  loans that may  arise in the loan
   portfolio.<PAGE>


         The  following table presents  an allocation of the  reserve for loan
   losses for the past five years.  The allocation represents only an estimate
   for  each category  of  loans  based upon  historical loss  experience  and
   management's  judgment.  As of December 31, 1995,  approximately 34% of the
   reserve for loan  losses was unallocated, representing a  general valuation
   reserve for  the entire  portfolio to  cover unpredictable  variations from
   historical experience  in individual  loan  categories.   Since  the  total
   reserve  is available to  absorb loan  losses from  any loan  category, the
   amounts assigned  do not  necessarily indicate future  losses within  these
   categories  but  rather  management's overall  assessment  of the  level of
   credit risk in the loan portfolio.



    <TABLE>
    <CAPTION>
                                 1995                     1994                   1993       

                                       Percent                Percent                Percent
                                      of Loans               of Loans               of Loans
      (Dollars in         Reserve     to Total    Reserve    to Total    Reserve    to Total
      millions)            Amount        Loans     Amount       Loans     Amount       Loans
      <S>               <C>         <C>         <C>         <C>         <C>        <C>

      Commercial             $ 47          14%        $71         19%       $ 87         22%
      Commercial      
       real estate             36          13          39         10          49         12 
      Residential               4          29           3         27           3         24 
      Consumer                 50          43          53         43          50         41 
      Lease           
       finance                  4           1           1          1           1          1 
      Unallocated              74           -          70          -          52          - 
         Total               $215         100%       $237        100%       $242        100%


     

                                 1992                  1991       
                                     Percent                Percent
                                    of Loans               of Loans
      (Dollars in        Reserve    to Total    Reserve    to Total
      millions)           Amount       Loans     Amount       Loans

      <S>               <C>        <C>         <C>       <C>
      Commercial             $86         23%        $67         26%
      Commercial      
       real estate            45         13          38         13 
      Residential              3         24           2         19 
      Consumer                50         39          40         40 
      Lease           
       finance                 1          1         -0-          2 
      Unallocated             54          -          36          - 
         Total              $239        100%       $183        100%

    </TABLE> 
    
         Deposits.   Average deposits and the average cost of deposits for the
   past three years were as follows:
   TABLE
<PAGE>


    <CAPTION>
                                                     1995                       1994                          1993            

                                             Average       Average      Average        Average        Average         Average
      (Dollars in thousands)                 Balance        Rate        Balance         Rate          Balance          Rate
      <S>                                 <C>            <C>          <C>            <C>           <C>             <C>

      Non-interest bearing demand          $ 1,359,045           -      $1,417,153            -       $1,352,092              - 
      Interest bearing demand                  903,098        1.31%        967,683         1.38%         955,535           1.86%
      Savings                                1,071,038        2.40       1,133,336         2.27        1,147,248           2.50 
      Money market                           1,763,637        3.38       1,780,740         2.53        1,880,576           2.76 
      Time deposits                          5,146,358        5.72       4,698,390         4.98        4,869,025           5.07 

      Total deposits                       $10,243,176        3.82%     $9,997,302         3.18%     $10,204,476           3.38%
    </TABLE>

             Time deposits of $100,000 or more which were outstanding at
   December 31, 1995 mature as follows (dollars in thousands):
   <TABLE>
   <CAPTION>
    Period of Maturity                                            Amount

    <S>                                               <C>
    Three months or less                                        $259,286
    Over three through six months                                160,879
    Over six through twelve months                               145,713
    Over twelve months                                            51,411

       Total                                                    $617,289
   </TABLE>
   <PAGE>

         Selected Financial Ratios.   The following table shows the  return on
   assets, return on equity, dividend payout ratio  and equity to assets ratio
   for the past five years:

   <TABLE>
   <CAPTION>

                                      1995    1994    1993(B)    1992      1991
    <S>                            <C>      <C>     <C>        <C>     <C>

    Return on assets (net income
    divided by average total
    assets (A)                        .90%   1.24%     1.13%     .48%      .55%

    Return on equity (net income
    divided by average equity)
    (A)                             12.69   18.05     18.41     8.31     10.26 


    Dividend payout ratio         
     (dividends declared per                                         
    share divided by net income                   
    per share)                      50.26   33.93     30.44    54.14     49.78 


    Equity to assets ratio        
      (average equity divided by
    average total assets)            7.07    6.92      6.13     5.73      5.33 <PAGE>


   (A)   Excludes the effect of FASB Statement 115.
   (B)   Excludes the cumulative effect  of accounting changes resulting from the  adoption of FASB
         Statements 106 and 109 in 1993. 
   </TABLE>

   ITEM 2 - PROPERTIES

         As of  December 31,  1995,  the principal  real properties  owned  by
   Integra are a  complex in Pittsburgh, Pennsylvania, which also  houses most
   of the  corporate departments,  composed of:  One  Integra Bank  at 306-312
   Fourth Avenue,  a 21-story office  building with 117,000  square feet;  Two
   Integra  Bank  at  316  Fourth  Avenue,   a  twenty-story  office  building
   containing 113,000 square feet; Three Integra  Bank at 324 Fourth Avenue, a
   fourteen-story office building  containing 58,000 square feet; Four Integra
   Bank at  317 Third Avenue,  a six-story office  building containing  54,000
   square  feet.  In addition,  Integra owns a two-story  office building with
   31,000  square feet in Titusville,  Pennsylvania and an  eight-story office
   building with  120,000 square  feet  in Uniontown,  Pennsylvania.   Of  263
   branch offices operated by the Bank, 149 are owned and 114 are leased under
   leases that  expire from  1996 to 2024.   In  1993, Integra  entered into a
   fifteen   year  agreement  to lease  an  operations  complex  approximating
   300,000  square  feet in  Allegheny  Center  on  Pittsburgh's  North  Side.
   Neither the location of any particular office nor the unexpired term of any
   lease is deemed material to the business of the Corporation.  

   ITEM 3 - LEGAL PROCEEDINGS

         The  information contained  in Part  II, Item  8 in  Note  19 to  the
   Consolidated Financial Statements  hereof, regarding legal  proceedings, is
   incorporated herein by reference.
   <PAGE>
   ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

   EXECUTIVE OFFICERS OF THE REGISTRANT

         The  information contained  in Part  III,  Item 10  hereof, regarding
   executive officers of the registrant, is incorporated herein by reference.


                                     PART II


   ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER     
               MATTERS

         As  of the close of business on December  31, 1995, the Corporation's
   common stock was  held by  15,633 shareholders of record.   Integra  common
   stock began trading on the New York Stock Exchange under the  symbol ITG on
   January  18, 1993.  Prior to that  date, Integra common stock was quoted on
   the NASDAQ National Market System.

         Holders of  the Corporation's  common stock are  entitled to  receive
   dividends  out of  funds legally  available for  such purpose, as  and when
   declared by the Board of Directors.  In connection with the proposed merger
   of Integra with and  into National City, each  outstanding share of Integra
   common stock  will be converted  into two  shares of  National City  common
   stock  at the  effective time  of the  merger which  is anticipated  in the
   second quarter of 1996.  The market price of  National City common stock at<PAGE>


   December 31, 1995 was $33.13 per share  and 1995 dividends paid were  $1.30
   per share.

         Information regarding regulatory  restrictions is included in Note 20
   to the Consolidated  Financial Statements in Part II, Item 8.   Information
   regarding dividends, capital resources and Integra stock prices is included
   in Selected Financial  Data in Part II,  Item 6 and Management's Discussion
   and Analysis of Financial Condition  and Results of Operations  in Part II,
   Item 7.   For additional information  on the  ability of the  Corporation's
   subsidiaries  to  pay  dividends   to  the  Corporation,  see  Business   -
   Supervision and  Regulation - Subsidiary  Banks in  Part I, Item  1 of this
   Form 10-K.  All such information is incorporated herein by reference.

   <PAGE>


    ITEM 6 - SELECTED FINANCIAL DATA
     <TABLE>
     <CAPTION>

      BALANCE SHEET                                                                   
      December 31                                               1995             1994             1993 
      (Dollars in thousands)
      <S>                                               <C>             <C>              <C>
      Assets
      Cash and due from banks                            $   358,856      $   428,771      $   358,423 
      Short-term investments                                  64,786           13,740           86,499 
      Securities held to maturity                                -0-        1,546,295              -0- 
      Securities available for sale                        5,395,334        3,695,504        6,156,836 
      Loans, net of unearned income                        8,096,155        7,598,056        7,088,494 

      Reserve for loan losses                               (215,167)        (237,433)        (241,901)
        Net loans                                          7,880,988        7,360,623        6,846,593 
      Other assets                                           646,008          710,427          648,219 
      Total assets                                       $14,345,972      $13,755,360      $14,096,570 

      Liabilities and Shareholders' Equity
      Deposits                                           $10,380,459      $10,083,406      $10,081,466 
      Short-term borrowings                                1,304,285        1,582,756        2,053,925 
      Long-term debt                                       1,268,120        1,056,649          751,122 
      Other liabilities                                      248,200          173,953          177,811 
      Total liabilities                                   13,201,064       12,896,764       13,064,324 

      Total shareholders' equity                           1,144,908          858,596        1,032,246 
      Total liabilities and shareholders' equity         $14,345,972      $13,755,360      $14,096,570 
      </TABLE>
      <TABLE>
      <CAPTION>
      STATEMENT OF INCOME
      Years Ended December 31                                   1995             1994             1993 
      (Dollars in thousands except per share data)
                                                                                      
      <S>                                               <C>             <C>              <C>
      Interest income                                     $1,070,918         $960,778         $977,786 
      Interest expense                                       563,658          431,959          435,487 
      Net interest income                                    507,260          528,819          542,299 
      Provision for loan losses                               16,000           30,000           50,000 
      Net interest income after provision for loan   
       losses                                                491,260          498,819          492,299 <PAGE>


      Net securities gains                                    18,289           19,749           29,862 
      Non-interest income                                    131,239          118,302          105,894 
      Non-interest expense                                   462,224          395,236          407,564 
      Income before income taxes and cumulative      
       effect of accounting changes                          178,564          241,634          220,491 
      Income tax expense                                      50,174           72,601           67,671 
      Income before cumulative effect of accounting  
       changes                                               128,390          169,033          152,820 
      Cumulative effect of accounting changes, net               -0-              -0-           60,000 
      Net income                                          $  128,390         $169,033         $212,820 

      Net income per common share
      Before cumulative effect of accounting         
        changes                                                $3.88            $5.01            $4.50 
      Cumulative effect of accounting changes,                                        
        net                                                      -0-              -0-             1.78 
      Net income per common share                              $3.88            $5.01            $6.28 

      Dividends per common share                               $1.95            $1.70            $1.37 


      Average common shares outstanding (in          
        thousands)                                            33,123           33,735           33,815 


     </TABLE>
     <TABLE>
     <CAPTION>
      BALANCE SHEET
      December 31                                               1992              1991 
      (Dollars in thousands)
      <S>                                               <C>             <C>
      Assets
      Cash and due from banks                            $   404,323       $   417,108 
      Short-term investments                                 121,732           197,619 
      Securities held to maturity                                -0-           675,063 
      Securities available for sale                        5,399,379         4,020,536 
      Loans, net of unearned income                        7,050,829         6,323,804 
      Reserve for loan losses                               (238,831)         (182,553)

        Net loans                                          6,811,998         6,141,251 
      Other assets                                           621,248           544,999 
      Total assets                                       $13,358,680       $11,996,576 

      Liabilities and Shareholders' Equity
      Deposits                                           $10,607,191       $10,128,715 
      Short-term borrowings                                  971,737           896,598 
      Long-term debt                                         682,210           189,976 
      Other liabilities                                      352,216           148,402 
      Total liabilities                                   12,613,354        11,363,691 
      Total shareholders' equity                             745,326           632,885 

      Total liabilities and shareholders' equity         $13,358,680       $11,996,576 
      </TABLE>
      <TABLE>
      <CAPTION>


      STATEMENT OF INCOME<PAGE>


      Years Ended December 31                                   1992              1991 
      (Dollars in thousands except per share data)

      <S>                                               <C>             <C>
      Interest income                                     $1,009,070        $1,028,077 
      Interest expense                                       501,279           595,048 
      Net interest income                                    507,791           433,029 
      Provision for loan losses                               96,390            71,837 
      Net interest income after provision for loan   
       losses                                                411,401           361,192 
      Net securities gains                                    59,350            22,883 
      Non-interest income                                    113,915            98,024 
      Non-interest expense                                   476,394           400,956 
      Income before income taxes and cumulative      
       effect of accounting changes                          108,272            81,143 
      Income tax expense                                      47,769            18,804 
      Income before cumulative effect of accounting  
       changes                                                60,503            62,339 
      Cumulative effect of accounting changes, net               -0-               -0- 

      Net income                                          $   60,503        $   62,339 

      Net income per common share
      Before cumulative effect of accounting         
        changes                                                $1.81              $2.23
      Cumulative effect of accounting changes,                                         
        net                                                      -0-               -0- 
      Net income per common share                              $1.81             $2.23 

      Dividends per common share                               $0.98             $1.11 

      Average common shares outstanding (in          
        thousands)                                            32,030            26,670 

     Periods prior to 1993 have been restated to reflect the merger with Equimark Corporation,
     a pooling-of-interest transaction consummated on January 15, 1993.
     </TABLE>
     <PAGE>

   ITEM 7  -      MANAGEMENT'S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS

         Integra entered into an Agreement and Plan of Merger (the  Agreement)
   dated August 27,  1995 providing  for the merger  of Integra with and  into
   National City Corporation (National City).  As of the effective time of the
   merger,  each outstanding share  of Integra common stock  will be converted
   into two shares of National  City common stock.  Based on the  December 31,
   1995 market price  of National City stock, the  transaction has a value  of
   $66.25 per share for a total of $2.19 billion.  Consummation  of the merger
   is  subject to a number of  conditions including receipt of approval of the
   Agreement  by shareholders  of Integra  and National  City, receipt  of all
   required regulatory approvals and receipt of opinions of legal counsel  and
   independent   accountants.    In  January  1996,  the  required  regulatory
   approvals were  received.  Under  the Agreement, Integra  will operate  its
   business in the ordinary course and use its commercially reasonable efforts
   to preserve intact its business organization.  The transaction is  expected
   to close in  the second quarter of 1996.  The merger  will be accounted for
   using the pooling-of-interests method of accounting.<PAGE>



         National City  is a registered bank holding company with headquarters
   in  Cleveland,  Ohio.    At December  31,  1995,  National City  has  total
   consolidated assets of $36.20  billion and total  consolidated deposits  of
   $25.20 billion.   National City  conducts a general  retail and  commercial
   banking business  through  its bank  subsidiaries, which  operate in  Ohio,
   Indiana and Kentucky.

         In January 1995, Integra completed an in-market  acquisition with the
   purchase  of Lincoln Savings  Bank (Lincoln) with total  deposits of $159.6
   million  and  seven  branches.    Five  branch  offices  were  closed   and
   consolidated with  nearby branch locations in  conjunction with the Lincoln
   acquisition.  The transaction was accounted  for as a purchase.   Integra's
   consolidated statements reflect the operations of Lincoln from the date  of
   acquisition.

   Net Income.  Integra's net income for 1995  was $128.4 million or $3.88 per
   common share  which reflects non-recurring  charges, restructuring expenses
   and merger expenses totalling $40.9 million recorded in the fourth quarter.
   Net income for  1994 was $169.0 million  or $5.01 per  common share.   Also
   impacting 1995 earnings were lower net interest income, a reduced provision
   for loan  losses,  increased non-interest  income and  higher  non-interest
   expense compared  to the  prior year.   See  Non-Interest  Income and  Non-
   Interest  Expense for  additional  information  on  non-recurring  charges,
   restructuring expenses and merger expenses.

   Net Interest Income.   Net interest income,  on a fully taxable  equivalent
   (FTE)  basis, decreased $19.3 million or 4% to $525.3 million for 1995 from
   $544.6 million for  1994.  Net interest income in 1995 compared to 1994 was
   negatively  affected by  a flattening  yield  curve with  higher short-term
   interest rates increasing funding costs but  lower long-term rates limiting
   the positive  impact of asset  repricing.  A  shift in the  mix of deposits
   from savings  and money market  accounts into relatively  higher cost  time
   deposits also  contributed to  the  higher cost  of funds.    Additionally,
   competitive pressures influenced  loan pricing and deposit  mix.  Integra's
   net interest margin declined during 1995 to 3.86% from 4.20% for 1994.

         Management anticipates that the net interest margin will improve in  
   1996 as  a result  of the shift  in earning asset  mix due  to loan growth,
   maturity of  higher cost borrowings  and lessening negative  impact of  the
   interest rate swaps and caps.

         The components of  year-to-year changes in net interest income  on an
   FTE basis are as follows:
   <TABLE>
   <CAPTION>
       Rate/Volume Analysis                            1995 over 1994                             1994 over 1993
                                                   Increase (decrease) in                     Increase (decrease) in 
                                                    income/expense due to                      income/expense due to
                                                         changes in:                              changes in:              
       (Dollars in thousands)                 Volume         Rate          Total        Volume           Rate          Total 
       EARNING ASSETS
       <S>                               <C>           <C>           <C>            <C>           <C>            <C>
            Short-term investments          $  8,777      $   644       $  9,421      $     54       $    293       $    347 
            U.S. Treasury securities         (19,275)         357        (18,918)      (17,698)           117        (17,581)
            U.S. Government agency            16,197        1,816         18,013         2,170           (843)         1,327 
              securities
            Mortgage-backed securities       (14,642)       8,593         (6,049)       35,595          1,423         37,018 <PAGE>


            Collateralized mortgage           10,874       (2,576)         8,298       (54,336)         4,739        (49,597)
              obligations
            Equity securities                  3,481       (1,806)         1,675        14,961         (8,531)         6,430 
            Other                             14,378        2,142         16,520         2,459         (3,034)          (575)
              Total securities                11,013        8,526         19,539       (16,849)        (6,129)       (22,978)
            Trading securities                (1,321)         327           (994)        1,081            640          1,721 
            Loans, net of unearned            43,942       44,339         88,281        22,046        (10,622)        11,424 
              income
            Loans held for sale               (2,348)      (1,545)        (3,893)       (3,559)           160         (3,399)
              Total earning assets            60,063       52,291        112,354         2,773        (15,658)       (12,885)


       INTEREST BEARING LIABILITIES
            Interest bearing demand             (857)        (652)        (1,509)          222         (4,665)        (4,443)
            Savings                           (1,483)       1,401            (82)         (339)        (2,577)        (2,916)
            Money market                        (435)      15,063         14,628        (2,715)        (4,263)        (6,978)
            Time deposits                     23,595       36,780         60,375        (8,667)        (4,390)       (13,057)
              Total interest bearing
                deposits                      20,820       52,592         73,412       (11,499)       (15,895)       (27,394)
            Short-term borrowings             (2,231)      32,553         30,322         1,387         14,518         15,905 
            Long-term debt                    24,226        3,724         27,950         6,275          1,683          7,958 
              Total interest bearing                 
                liabilities                   42,815       88,869        131,684        (3,837)           306         (3,531)

              Change in net interest        $ 17,248     $(36,578)      $(19,330)     $  6,610       $(15,964)      $ (9,354)
                income

     Tax-exempt income is on an FTE basis using the statutory federal income tax rate of 35% for 1995, 1994 and 1993.
     Variances not specifically attributable to volume or rate were allocated proportionately between volume and rate
     based on the absolute value of these changes.

     Average balances of nonaccrual loans of approximately $65 million, $92 million and $131 million for 1995, 1994
     and 1993, respectively, are included in the table. 
     </TABLE>

   Interest Income.   Total interest income increased $112.4 million or 12% to
   $1.09 billion on an FTE basis for 1995 compared to  the prior year.  Higher
   interest income in 1995 was attributable to  increases in the average yield
   and balance of  earning assets.  The yield on earning  assets rose to 8.00%
   in 1995  from 7.53% in  1994 due to  increases in both  loan and securities
   yields due  to a higher level  of market interest  rates.   Average earning
   assets increased  $651.6 million  or 5% during  1995 compared  to the prior
   year.   Increases occurred in  residential real estate  and consumer  loans
   and, to a lesser extent, securities.

         Interest income on securities increased $19.5 million or 6% to $366.9
   million  in  1995 on  an FTE  basis  compared to  the previous  year.   The
   increase was due  to growth in average securities  of $74.1 million in 1995
   over  1994 due  mainly  to purchases  of  asset-backed  securities,  agency
   securities  and  collateralized mortgage  obligations.    Additionally, the
   yield on  securities increased to 6.64% during 1995 from  6.38% during 1994
   and was positively impacted by changes in the securities mix, upward resets
   of variable rate securities and lengthening the duration of the  securities
   portfolio.

         Interest income on loans increased to $703.5 million on an  FTE basis
   in 1995  from $615.2 million  in 1994.  The  increase was due  to growth in
   average loans  of $507.2  million during 1995  and the impact  of a  higher
   average yield on loans to 9.01% in  1995 from 8.42% in 1994.  The growth in<PAGE>


   the  loan  portfolio,  occurred primarily  in  residential real  estate and
   consumer loans.

   Interest Expense.    Total interest  expense increased  $131.7  million  to
   $563.7 million on an FTE basis for 1995 from $432.0 million for 1994.  This
   increase resulted from  an increase in the  cost of interest bearing  funds
   and a higher average balance of interest bearing liabilities.   The cost of
   interest bearing  funds rose to  4.82% in  1995 from 3.91%  in the previous
   year in connection with the higher level of market interest rates.  A shift
   from savings  and money market accounts into more costly  time and premium-
   priced  money market  deposits  contributed  to the  upward  funding costs.
   Additionally, steps to manage  interest rate sensitivity  with longer  term
   funding added to the  higher cost of borrowings.   Average interest bearing
   liabilities increased $637.5 million or 6% in 1995 compared to the previous
   year due largely to growth in average time deposits and long-term debt.

   Provision for Loan Losses.  The provision for loan losses was $16.0 million
   in 1995 compared to $30.0 million in  1994.  The reduction in the provision
   was  driven  by  continued improvement  in  measurements of  asset quality.
   Nonperforming assets decreased $21.9 million or 22%  from year end 1994  to
   $75.8 million  at year end  1995.  Integra's loan loss  reserve at December
   31, 1995 was  $215.2 million or  2.66% of  total loans  compared to  $237.4
   million or 3.12% of total loans at December 31, 1994.  The reserve provides
   strong coverage with a ratio of 343% of nonperforming loans at December 31,
   1995 compared to 363% at December 31, 1994.  For additional information see
   Nonperforming Assets and Reserve for Loan Losses.

         Effective  January  1, 1995,  Integra  adopted  Financial  Accounting
   Standards Board (FASB) Statements 114 and 118 which address the  accounting
   by creditors for impairment of loans by  specifying how reserves for credit
   losses related to certain loans should be measured.   The adoption of these
   statements did not  require an increase to the  reserve for loan losses nor
   did it have  a material impact on net income  or the financial condition of
   the Corporation.

   Net  Securities Gains.  Net  securities gains  were $18.3 million  for 1995
   compared  to $19.8 million for 1994.   The 1995 gains, all from the sale of
   securities available for sale in the normal course of portfolio management,
   were composed  of $22.6  million net  gains on  equity securities and  $4.3
   million net losses on debt  securities.  Equity securities gains and losses
   for  1995 were $23.6  million and  $1.0 million,  respectively.   The gains
   resulted  primarily from a  strong stock market and  included $20.1 million
   from bank stock issues sold or called.  Debt securities gains and losses in
   1995 were $6.1 million and $10.4 million, respectively.  Net losses on debt
   securities  occurred  on  U.S.  Treasury  securities  called under  covered
   options written by  Integra, and sales of balloon and  convertible variable
   rate mortgage-backed  securities and  corporate debt  securities.  Proceeds
   were reinvested in higher yielding securities.

         Net securities and net trading gains (losses) for 1995, 1994 and 1993
   are as follows:

   <TABLE>


   <CAPTION>
     Net Securities and Trading Gains (Losses)
    (Dollars in thousands)                     1995          1994          1993 
    S>                                 <C>           <C>           <C
<PAGE>


    Net equity securities gains             $22,554       $ 7,367       $ 2,680 
    Net debt securities gains (losses)       (4,265)       12,382        27,182 
    Net securities gains                    $18,289       $19,749       $29,862 

    Net trading gains (losses)              $  (726)      $   (25)      $    97 
   </TABLE>


         Non-Interest Income.  Total non-interest income grew $12.9 million or
   11% to  $131.2  million  for 1995  from  $118.3  million  for 1994.    This
   improvement was mainly attributable  to increased mortgage banking  income,
   gains recognized on consumer finance loans sold and higher service  charges
   on  deposit accounts and other service  charges, primarily automated teller
   machine, credit card and nonsufficient fund fees.

         Non-interest income for 1995 was reduced by a non-recurring charge of
   $3.4 million for the write-off of the excess servicing receivable  relating
   to the value assigned  to consumer finance  loan servicing acquired in  the
   merger with Equimark Corporation (Equimark).  The remaining balance of this
   asset was written  off against other service charges  and fees based on  an
   impairment evaluation.  Consumer finance loans serviced for others totalled
   $95.1 million at December 31, 1995, down from $128.6 million a year ago due
   to loan repayments.   During 1995, $37.3 million  of consumer finance loans
   were  sold servicing released  at gains totalling $3.2  million recorded in
   other income compared to $2.6 million loans sold at gains of $.1 million in
   1994.

         Trust income  increased $1.4  million or 5%  in 1995  compared to the
   prior year in  conjunction with the positive impact  of an increase in  the
   market value of trust assets under management to $9.28  billion at December
   31,  1995 from $8.34 billion  at December 31, 1994 and a  change in 1995 to
   accrual of  management fees  relating to employee benefit  plans previously
   accounted for on a cash basis.  

         Mortgage banking income totalled $17.1  million for 1995 compared  to
   $10.8 million  for 1994.   Included in  mortgage banking  income were  $5.5
   million of gains on $621.9 million of servicing sold in  1995 compared to a
   gain of  $2.3  million  from $257.3  million  of  servicing sold  in  1994.
   Mortgage banking income in 1995  was also enhanced by the  adoption of FASB
   Statement 122 of  which the impact was an increase of  $3.9 million for the
   capitalization  of the cost  of mortgage servicing rights  partly offset by
   $.8  million of  impairment reserves.   The  mortgage banking  portfolio of
   loans serviced  for others  totalled  $3.68 billion  and $3.57  billion  at
   December 31, 1995 and 1994, respectively.  Integra buys and sells servicing
   periodically  as part of  its normal mortgage banking  activities.  Integra
   purchased  $435.4 million  and  $879.7  million of  loan servicing  in  the
   secondary  mortgage  market  during  1995  and  1994,  respectively,  which
   expanded the servicing portfolio.

         Integra  sells  a  majority  of  its  fixed  rate  real  estate  loan
   production in the secondary mortgage market and generally retains the right
   to service  the loans which  provides a continuing  source of  non-interest
   income.  During 1995, retail and wholesale loan production totalling $556.9
   million  was sold  in  the  secondary mortgage  market compared  to  $631.9
   million during  1994.  In 1995,  Integra sold  loans on a  flow basis  with
   servicing  released totalling $157.3  million under a commitment  to sell a
   minimum of $150.0 million of loans which was fulfilled by the end of 1995.<PAGE>


         During January 1996,  Integra's mortgage subsidiary entered into off-
   balance sheet transactions for the purpose of providing hedges on the value
   of  the mortgage  servicing portfolio.   The purpose of these  hedges is to
   protect the value  of the servicing in various interest  rate environments.
   These transactions consisted  of a five year interest  rate swap based on a
   notional amount of $140.0 million in which Integra will pay a floating rate
   based on three month LIBOR and receive a fixed rate  of 5.655%, a five year
   Constant Maturity Treasury (CMT) floor based on a notional amount of $200.0
   million with an underlying  index of the ten year CMT with a strike rate of
   5.125% and  a five  year CMT  floor based  on  a notional  amount of  $50.0
   million with an underlying index of the ten year CMT with a  strike rate of
   5.50%.   Premiums totalling $2.7 million were paid for the CMT floors which
   will be amortized over the terms of the hedges.

         Other non-interest income increased $4.0 million to $19.4 million for
   1995 compared to 1994 due mainly to $3.2 million of gains on consumer loans
   sold and $1.2 million of non-recurring income relating to foreclosed assets
   in 1995.   During 1994, other non-interest  income included $1.3 million of
   one-time recoveries and settlements and $1.2 million of fees recognized  in
   connection with  writing covered call  options on  U.S. Treasury securities
   compared to $.4 million  in 1995.  In  addition, other non-interest  income
   increased  $1.5 million  in 1995  over 1994  due to higher  operating lease
   income from expanded activity of a commercial leasing subsidiary.

   Non-Interest Expense.   Total non-interest expense  was $462.2  million for
   1995 compared  to  $395.2  million for  1994.   The  increase  was  largely
   attributable to  $15.3 million of restructuring expenses,  $14.8 million of
   non-recurring charges and  $7.4 million of merger expenses recorded  in the
   final  quarter of  1995.    The restructuring  expenses related  mainly  to
   penalties incurred for the  cancellation of leases and  contracts, building
   and lease  write-offs and severance for  staff eliminations resulting  from
   the bank realignment.   Non-recurring charges included an amount  for legal
   settlements reached  late in 1995,  a special contribution  to the  Integra
   Charitable Foundation, the  write-off of goodwill  related to  a previously
   acquired business  that is being  sold and one-time  write-offs on  several
   foreclosed  asset properties.   Merger expenses were  for professional fees
   incurred in conjunction with the merger.

         Total compensation and employee benefit costs increased $20.1 million
   to $197.9  million for 1995 compared  to the prior  year.   A restructuring
   expense  of $3.9 million  relating to severance for  staff eliminations was
   recorded during the final quarter of 1995 upon determination of  eliminated
   positions  and termination  dates and  notification of  affected employees.
   These staff  eliminations will occur prior  to May 1, 1996.   Additionally,
   costs of $3.6 million relating to an early retirement program offered early
   in 1995 as  part of  corporate restructuring,  a $3.6  million increase  in
   profit sharing  expense from a higher  corporate discretionary contribution
   and normal employment and benefit cost  increases were contributing factors
   to the higher expense in 1995.

         Higher furniture and equipment expenses in 1995 compared to 1994 of  
   $3.5 million resulted from increased depreciation expense  due in part to a
   larger balance of assets held by a commercial leasing subsidiary and higher
   computer hardware and software maintenance costs.

         During 1995,  Integra recorded  a facilities  restructuring charge of
   $6.2  million which included  $3.7 million of building  write-offs and $2.5
   million of  lease and leasehold improvement  write-offs resulting from  the
   bank  realignment.    These  write-offs  related  largely  to  former  bank
   headquarter locations,  supporting operation  centers and  corporate office<PAGE>


   leases  that  Integra  maintained prior  to  consolidating into  one retail
   banking subsidiary.   To further reduce  redundant operations and eliminate
   excess  space, this  consolidation plan  was  initiated  during the  fourth
   quarter of 1995.

         Outside data processing expenses increased $5.3 million to $32.2     
   million for 1995  compared to 1994 due to restructuring  expenses totalling
   $4.9  million.    These  expenses  included  a  termination  fee  for   the
   cancellation of  a contract  for  outside data  processing services  and  a
   contract buyout amount for termination of a processing agreement that  will
   be effective May 31, 1996.

         Federal   Deposit  Insurance   Corporation  (FDIC)   premium  expense
   increased $2.2 million to $24.2 million in 1995 compared to the prior year.
   In August 1995,  the FDIC lowered the  Bank Insurance Fund  (BIF) insurance
   rate  for healthy  banks from 23 cents  to 4  cents per hundred  dollars of
   eligible deposits retroactive to June 1, 1995.  During the third quarter of
   1995, a  premium refund  on  deposits reflecting  this rate  reduction  was
   received totalling $5.3  million.   The Savings Association Insurance  Fund
   (SAIF) premium rate remained at  23 cents and a one-time assessment on SAIF
   deposits was expected to be levied by the FDIC for which Integra accrued 66
   cents per hundred dollars of deposits or $10.5 million in the third quarter
   of  1995.  Approximately  $1.64 billion of Integra's  deposits are assessed
   the SAIF  premium rate.   Such deposits were purchased from  or obtained in
   acquisitions of  savings institutions.    On November  14, 1995,  the  FDIC
   reduced  the premiums on  BIF deposits for the  first semiannual assessment
   period of 1996 by 4 cents per hundred dollars of eligible deposits so  that
   the highest  rated institutions will  pay the statutory  annual minimum  of
   $2,000.  The SAIF deposit premiums will continue to be assessed at 23 cents
   for "well capitalized" institutions.  Integra's banking subsidiary pays the
   lowest   insurance  premium  based  on  its   current  capital  levels  and
   supervisory ratings.

         Foreclosed asset expense  declined $.6  million to  $2.7 million  for
   1995 compared to  1994 as  holdings of  other real  estate owned  declined.
   Included in  1995 foreclosed asset  expense was a  non-recurring charge  of
   $1.1 million for the write-off of several foreclosed asset properties.

         Amortization of intangible assets increased $3.1  million in 1995 due
   to amortization of goodwill relating  to the Lincoln acquisition and a non-
   recurring charge of $1.1 million for the write-off of goodwill related to a
   previously acquired mortgage  banking company that is intended to  be sold.
   Based upon the expected  sale proceeds and valuation  of this company,  the
   related goodwill was determined to be impaired.

         Other non-interest expense increased $26.7 million to $124.8 million 
   for  1995 due  largely  to  $12.6 million  of non-recurring  charges,  $7.4
   million of merger expenses and $.3 million of restructuring expenses.   The
   1995 non-recurring charges were $7.6 million for legal settlements and $5.0
   million for  a special  contribution to the Integra  Charitable Foundation.
   The  legal  settlements  are  more  fully  discussed  in  Note  19  to  the
   Consolidated Financial  Statements.  Merger expenses  were for professional
   advisory fees  incurred in the fourth  quarter of 1995  in conjunction with
   the  merger with  National City.   Other increases in 1995  compared to the
   prior year included consulting  fees related to revenue enhancement,  human
   resource and  corporate reorganization  projects and  normal operating cost
   increases.  

         With the consolidation of Integra's operations into National City and
   elimination of redundant functions, merger related expenses are expected to<PAGE>


   be recorded  upon consummation of  the merger.  These  merger expenses will
   relate  mainly to  expected  severance payments,  employment  contracts and
   write-offs of  computer, software, furniture and  equipment.  Approximately
   20% of  Integra's workforce will be  eliminated as a  result of  the merger
   with the majority of the terminations occurring at the end of May 1996.

   Federal Income  Taxes.   The  Corporation  recognized  federal  income  tax
   expense of $50.2 million for 1995 compared to $72.6  million for 1994.  The
   decrease in the tax provision during 1995  resulted primarily from a  lower
   level of taxable earnings.  The  1995 effective tax rate of 28.1% was below
   the 35%  statutory tax rate due  mainly to the  tax benefits resulting from
   tax-exempt interest and excludable dividend income, and tax credits on  low
   income housing projects.  The effective tax rate for  1996 is also expected
   to be below the statutory tax rate of 35% for the same reasons.

         Deferred tax assets  totalled $114.3  million and  $179.4 million  at
   December  31, 1995  and 1994,  respectively.   Integra does  not anticipate
   circumstances where  future earnings would not be  sufficient when combined
   with its  carryback capabilities  to  not fully  utilize the  deferred  tax
   assets.  Since  management concluded that it was  more likely than not that
   the deferred  tax assets  would  be realized,  no valuation  allowance  was
   established as of December 31, 1995 or 1994.

   Results of Operations for the Fourth  Quarter.  Integra recorded net income
   of $8.4 million or  $.25 per common share  for the fourth quarter of  1995.
   Excluding the impact of the restructuring, merger and one-time charges, net
   income  was $37.5  million or  $1.13 per  common share.   Earnings  for the
   fourth quarter of 1994 were  $39.1 million or $1.17 per common share.  Also
   impacting  1995 fourth quarter  earnings compared to the  prior year fourth
   quarter  were lower  net  interest  income, a  reduced provision  for  loan
   losses, increased non-interest income and higher non-interest expense.

         Net interest  income for the  fourth quarter of  1995 decreased  $3.8
   million or 3% to $130.5 million on an FTE basis from $134.3 million for the
   fourth quarter of 1994.  Net interest income for the fourth quarter of 1995
   was reduced  by $5.6  million on an  FTE basis to  adjust for  a change  in
   estimate for  amortization of  premiums on  various securities.   Excluding
   this adjustment, fourth quarter 1995 net interest income increased compared
   to the  prior quarter and  the final  quarter of  1994.   The net  interest
   margin narrowed to  3.79% (3.95% as adjusted)  during the fourth quarter of
   1995 from 4.13% during the  final quarter of 1994 largely attributable to a
   flattening  yield curve  with  higher short-term  rates  increasing funding
   costs but  lower long-term  rates  limiting the  positive impact  of  asset
   repricing and a shift in the mix  of deposits from savings and money market
   accounts into  higher cost deposits.   These negative  effects were  partly
   offset by growth in earning assets of $791.6 million for the fourth quarter
   of 1995 compared to the same period a year ago.

         The provision for loan losses was $4.0 million for the fourth quarter
   of 1995 compared to $6.0  million for the fourth quarter of 1994 reflecting
   the continued improvement in credit quality.

         Net securities gains totalled $1.3 million for the final quarter of  
   1995  compared to  $.7 million  for the  same  period of  1994.   All sales
   occurred in the normal course of portfolio management.  Non-interest income
   was $30.2  million for the  fourth quarter of  1995 which was reduced  by a
   $3.4  million non-recurring  charge  for the  write-off  of  the  remaining
   balance  of the  excess servicing receivable  relating to  certain consumer
   finance  loans.   Excluding this  write-off, non-interest  income increased
   $1.8 million during the final quarter of 1995 compared to the same period a<PAGE>


   year ago due principally to  higher service charges on deposit accounts and
   other service charges and fees.

         Non-interest expense  increased $41.2  million to  $143.1 million for
   the fourth  quarter  of 1995  compared  to $101.9  million for  the  fourth
   quarter of 1994 due mainly to $37.5 million of restructuring expenses, non-
   recurring  charges and  merger expenses  recorded in  the final  quarter of
   1995.  

   <PAGE>
   Analysis of 1994 Compared to 1993

   Net  Income.  Net income  for 1994 was  $169.0 million or  $5.01 per common
   share.  Net income  for 1993 was $152.8 million or $4.50  per common share,
   excluding $60.0  million of income  relating to the  cumulative effects  of
   adopting two FASB statements.  The increase in 1994  net income compared to
   the  prior year  was attributable  to  a lower  provision for  loan losses,
   higher non-interest income  and lower non-interest expense, somewhat offset
   by declines in net interest income and net securities gains.  

   Net Interest Income.   Net interest income, on a FTE basis,  decreased $9.4
   million or 2% to $544.6 million for 1994 from $554.0 million for 1993.  Net
   interest  income in  1994 was  negatively impacted  by  the rise  in market
   interest rates.    Throughout 1994, the Federal Reserve took action to slow
   the economy and inflation by raising the federal funds rate six times for a
   total of 250 basis points.   The net interest margin declined to  4.20% for
   1994 from 4.30% for 1993.  This drop resulted primarily from the rapid rise
   in  interest  rates  which  caused  the cost  of  short-term  borrowings to
   increase while  the yield on  earning assets declined.   Yields on variable
   rate loans and securities, other than those  based on prime rate, typically
   lag  in a  rising rate  environment due  to repricing  characteristics that
   include  periodic, not immediate,  repricing and caps on  the periodic rate
   adjustments.    Loan  spreads  narrowed  in  the  increasingly  competitive
   environment.    These  negative  factors  affecting  the  1994  margin were
   somewhat offset by a decrease in the cost of deposits.

   Provision for Loan Losses.  The provision for loan losses was $30.0 million
   in 1994 compared to  $50.0 million in 1993.   The decline in the  provision
   reflects   the   continued   progress   on   asset   quality   improvement.
   Nonperforming assets decreased  $76.5 million or 44%  from year end 1993 to
   $97.7 million  at year end 1994.   Integra's loan  loss reserve at December
   31, 1994  was $237.4  million or 3.12%  of total loans  compared to  $241.9
   million or 3.41% of total loans at December 31, 1993.  The reserve provides
   strong coverage with a ratio of 363% of nonperforming loans at December 31,
   1994 compared to 205% at December 31, 1993.

   Net Securities Gains.  Net securities gains decreased  to $19.8 million for
   1994 from  $29.9 million for  1993.  The 1994  gains, all from  the sale of
   securities available  for sale,  were  composed of  $12.4 million  on  debt
   securities  and $7.4 million  on equity securities.   Debt securities gains
   and  losses  in  1994  of  $20.1 million  and  $7.7  million, respectively,
   occurred in the normal course of portfolio  management.  Gains on mortgage-
   backed securities totalling  $7.4 million in 1994 were derived  mainly from
   sales  of nonconvertible  variable  rate securities,  with  reinvestment in
   convertible issues.  Mortgage-backed securities losses of $1.2 million were
   incurred  primarily on  sales  of  issues with  balloon maturities.    U.S.
   Treasury securities gains of  $5.5 million and losses  of $4.4 million were
   generated  upon reduction of  the level of securities  funded by short-term
   borrowings  for which spreads declined in the rising  rate environment.  In
   addition,  losses  of  $1.3   million  were  recognized  on  U.S.  Treasury<PAGE>


   securities  called under covered  call option contracts written.   Sales of
   corporate debt securities, the majority of which were bank issues, resulted
   in gains of  $3.0 million.  Collateralized mortgage obligations  with short
   average lives  were sold with resultant  gains of $1.8  million.   Gains on
   U.S. government agency  securities of $1.8 million were  realized primarily
   on issues that were called.

         Equity securities  gains and losses  for 1994 were  $9.7 million  and
   $2.3  million, respectively.   The  gains included  $3.7 million  from bank
   stock issues exchanged for cash in business combinations, $2.2 million from
   preferred stock issues called,  a $1.2 million donation of common stock  to
   the Corporation's charitable foundation (with related  contribution expense
   reflected in  non-interest  expense) and  $2.3 million  from  other  common
   stocks  sold.  Losses were  incurred primarily  on fourth quarter  sales of
   variable rate preferred stock issues.

         Net securities gains were $10.1 million greater in 1993 compared to  
   1994 due to higher debt securities gains from portfolio restructuring  that
   occurred  in  a  lower  interest  rate environment  when  fair  values were
   relatively higher.

   Non-Interest Income.   Total non-interest income grew $12.4 million  or 12%
   to $118.3 million for 1994  from $105.9 million for 1993.  This improvement
   was  mainly attributable  to  higher  mortgage banking  income  and service
   charges and fees.

         Mortgage banking income totalled $10.8 million for 1994 compared to  
   $2.7 million for  1993.  Servicing fee revenues increased  in 1994 due to a
   larger  loan  servicing  portfolio  and  a lower  rate  of  amortization of
   capitalized mortgage servicing rights as a  result of decreased prepayments
   caused  by higher interest rates.   During the fourth quarter  of 1994, the
   Corporation sold  $257.3 million  of mortgage servicing at  a gain  of $2.3
   million which enhanced 1994 mortgage banking income.  No mortgage servicing
   rights were sold in 1993.

         Service charges  and fees  increased  $5.4 million  or 21%  to  $30.8
   million for 1994 compared to 1993.   The increase related mainly to  higher
   servicing  fees on consumer finance loans, fee income from the mutual funds
   and  annuities sales  program  that  was fully  initiated in  1994  through
   Integra's retail branch network, higher credit card fees and increased loan
   service charges from the implementation of new fee schedules.  

   Non-Interest Expense.   Total  non-interest expense    decreased to  $395.2
   million for  1994 from  $407.6 million  for 1993  due primarily to  a $14.0
   million one-time  charge recorded  in 1993  to reflect  a writedown  in the
   carrying value of Integra's  headquarters facilities.  Excluding this  non-
   recurring  item, non-interest  expense increased  slightly by  $1.6 million
   during 1994.

         Total compensation and employee benefit costs increased $10.5 million
   or 6% to $177.8  million for 1994 compared to the prior year.  Salaries and
   wages expense increased 4% for 1994 compared  to 1993 resulting from normal
   salary increases.   Employee benefits increased  14% in 1994  due to higher
   pension and incentive plan expenses and normal benefit cost increases.

         Net occupancy expense declined $4.8 million for 1994 compared to  the
   prior year due to cost savings  from the Equimark merger relating primarily
   to rent, depreciation, real estate taxes and insurance expense.   Following
   the   merger  with  Equimark,  eighteen  branch  offices  were  closed  and
   consolidated with  nearby locations  and  four branches  were sold  in  the<PAGE>


   second quarter  of 1993.   Partially offsetting this  decrease were  higher
   furniture and equipment  expenses in 1994  of $3.0 million compared  to the
   prior year  from depreciation  expense  primarily on  a higher  balance  of
   assets held by a commercial leasing subsidiary.

         FDIC premium expense decreased $2.4 million to $22.0 million in  1994
   compared  to the  prior year.   A  higher  premium was  paid on  the former
   Equimark deposits until the  second half of  1993, following the merger  of
   Equibank, Equimark's principal  subsidiary, into Integra's bank  subsidiary
   which is designated "well capitalized" for premium assessment purposes.

         Foreclosed asset expense declined  $1.5 million to  $3.3 million  for
   1994 compared to 1993 as  the balances of other  real estate owned and  in-
   substance foreclosures declined.  Amortization of intangibles declined $1.3
   million in 1994 due mainly to lower scheduled amortization of  core deposit
   intangibles.  A  decrease of $1.5  million in  the other  category of  non-
   interest  expense  for 1994  compared to  1993  resulted  from nonrecurring
   expenses  in 1993 which included a $.7 million penalty on the prepayment of
   higher rate Federal Home Loan Bank (FHLB)  advances and a $.5 million  loss
   on the sale of Equimark's Brazilian deposit facilities.

   Federal  Income  Taxes.   The  Corporation  recognized federal  income  tax
   expense of $72.6 million for 1994  compared to $67.7 million for 1993.  The
   effective tax rates  of 30.0%  and 30.7% for  1994 and  1993, respectively,
   were below  the 35% statutory tax  rate due to  the tax  benefits resulting
   from tax-exempt interest and excludable dividend income.

         Integra adopted FASB Statement 109 Accounting for Income Taxes as  of
   January 1,  1993.  Such  adoption increased 1993 earnings  by $65.0 million
   and was reported as  part of the  cumulative effect of accounting  changes.
   The deferred  income  tax benefit  recorded consisted  principally  of  the
   benefit associated  with Equimark's  previously unrecognized  net operating
   loss carryforwards and unrecognized future deductions.


   Interest Rate Sensitivity and Liquidity

         The objective of asset/liability management at Integra is to maximize
   current and future net interest income within acceptable levels of interest
   rate  risk  while satisfying  liquidity  and  capital  requirements.    The
   Asset/Liability Management  committee is responsible  for managing interest
   rate  risk within  tolerable  limits  as established  in  the Corporation's
   policy.   Interest  rate risk  is measured and  managed based  primarily on
   information  provided by  an  earnings  simulation model  that is  used  to
   project  the effect of upward and downward changes in interest rates on net
   interest income  and net  income.   Included in  the  simulations are  such
   variables  as loan  and deposit  volume and  mix, spreads,  prepayments and
   maturities,  repricing   and  other   balance  sheet   characteristics  and
   assumptions  which  might impact  the  Corporation's  expected  performance
   results under  various market  conditions.  The sensitivity  of off-balance
   sheet derivative  financial instruments to changing  interest rates is also
   monitored  in the  model.   One method  to measure  the sensitivity  of net
   interest income  to interest rate changes  is through comparison  of a base
   simulation  that  holds market  interest rates  constant to  simulations of
   upward and downward movements in market rates.  As of December 31, 1995, in
   gradually rising  100 and 200  basis point scenarios,  net interest  income
   over a twelve month  period would decrease by  1.5% and 3.3%, respectively.
   The  comparable estimates at December 31,  1994 were 2.0% and  4.1% for 100
   and 200 basis point gradually rising rates, respectively.<PAGE>


         The  Corporation took steps in the  first half of 1995  to reduce its
   liability  sensitive position through securities portfolio restructuring, a
   shift to  longer-term funding  and  the termination  of $200.0  million  of
   interest  rate swaps.   Due  to the  low probability  of rising  rates, the
   Corporation allowed  its liability sensitive position  to increase somewhat
   during  the  latter  half  of  1995  by lengthening  the  duration  of  the
   securities portfolio and through growth  in new premium-priced money market
   accounts.  An  increase in liability sensitivity enhances, and  a reduction
   in  liability  sensitivity  limits,  the  potential  benefit  of  declining
   interest  rates.   Current  expectations  are for  a relatively  stable  to
   slightly lower interest rate environment in 1996.

         Integra views derivative financial instruments, such as interest rate
   swaps and caps and forward commitments, as alternatives,  both on- and off-
   balance sheet, to manage interest rate sensitivity and, to a lesser degree,
   liquidity and  capital adequacy.    The  Corporation uses  derivatives  for
   interest rate  risk management in  accordance with  its policy  guidelines.
   Integra assesses the  effectiveness of interest rate swaps and  caps, which
   are  entered  into  specifically   to  hedge/alter  groups  of  assets   or
   liabilities,  in conjunction  with  its overall  interest  rate sensitivity
   analyses.  These analyses are performed as part of strategy development  as
   well as  to  provide  ongoing  monthly  evaluations.  See Note  16  to  the
   Consolidated  Financial  Statements  for  additional information  regarding
   derivative financial instruments.

         Interest  rate  swaps decreased  $561.9  million  in  notional amount
   during  the year  to $579.2 million  at December 31, 1995.   Maturities and
   amortization totalled $60.0 million and $301.9 million, respectively.  Also
   in 1995,  $200.0 million interest  rate swaps  that hedged/altered consumer
   loans were terminated, resulting in an immaterial loss which was  expensed.
   Although the hedging  strategy was effective, the swaps were  terminated as
   part  of  the  asset/liability  management  process due  to  the  change in
   expectations about future levels of interest rates.

         The Corporation had $479.2 million of index amortizing swaps included
   in total  swaps at year  end 1995.  Amortization of  index amortizing swaps
   depends on  the level  of three month LIBOR.   Based  on its interest  rate
   forecast, management expects the terms of index amortizing swaps to  extend
   beyond their quarterly reset dates; however, amortization is anticipated to
   accelerate given expectations for a lower LIBOR level.  At least quarterly,
   the index amortizing  swaps are stress tested for average  life sensitivity
   in up  and down instantaneous interest  rate movements  of 100 basis  point
   increments  up to  300 basis  points.   As of  December 31, 1995,  based on
   Integra's  interest  rate  sensitivity  analysis,  the  estimated  weighted
   average expected life of the index amortizing swap portfolio was 1.1 years.
   A 300  basis point  upward  movement in  interest  rates could  extend  the
   expected average life to 2.3 years.

         At December 31,  1995, Integra had $300.0 million notional  amount of
   interest rate  caps which were  purchased in  the first quarter  of 1995 to
   reduce  the impact of  then-anticipated increases in the  interest rates on
   short-term borrowings compared to $1.00 billion notional amount of caps  at
   December 31, 1994.  During 1995, Integra purchased $300.0 million  notional
   amount of caps and $1.00 billion of caps expired.

         The  fair  value of  derivatives  fluctuates  with  shifts  in market
   interest rates  and should  be  considered in  the  context of  the  entire
   balance sheet.  A mark to market  evaluation is performed at least  monthly
   on interest rate swaps and caps.  The estimated fair value of interest rate
   swaps and caps,  which represents the amount the Corporation would  have to<PAGE>


   pay to terminate the agreements, was a net unrealized  loss of $1.7 million
   at December  31, 1995  compared to  $68.7 million  at year  end 1994.   The
   improvement in fair value reflected the  financial market's expectation for
   stable to declining interest rates.

         Integra receives fixed and pays floating interest rates on all of its
   swaps.   The impact  on net interest  income of  swaps will  increase or be
   positive during periods of declining  rates and decrease or  be negative in
   periods of  rising rates.   Caps will contribute to net  interest income in
   periods of rising  rates.  Any  negative effect  of Integra's  caps on  net
   interest  income is limited  to amortization of the  upfront premiums paid.
   During  1995, swaps and caps reduced the net interest margin by eight basis
   points compared to 1994  when swaps and caps  contributed four basis points
   to the margin.  Based on management's interest rate forecast, the effect of
   interest rate swaps and caps on net interest income and the margin for 1996
   is anticipated to be minimal and improve as index amortizing swaps continue
   to amortize,  the majority of the caps expire and the addition of the swaps
   discussed below.

         In January  1996, Integra  entered into  index amortizing  swaps with
   notional   amounts   totalling   $350.0   million   for   the  purpose   of
   hedging/altering  variable  rate commercial  loans.    Swaps  with notional
   amounts of  $200.0 million have a  two year lockout  date and the remaining
   swap has a one  year lockout date.   The final maturity  of these swaps  is
   within five years and Integra will pay a floating rate based on three month
   LIBOR and  receive a  6.04%  weighted average  fixed rate.    Additionally,
   during January 1996, Integra entered into call and put options  ("synthetic
   short") to lock-in the market value of a portion  of equity securities held
   by  Integra Investment  Company  at the  date  of these  transactions.   To
   accomplish this, Integra sold a call  and bought a put with the same  price
   and expiration date.  The premium received for the  call offset the premium
   paid for the put.  See the Non-Interest Income section for a description of
   hedges relating to the mortgage servicing portfolio entered into in January
   1996.

         As  measured by the  one year cumulative sensitivity  gap at December
   31,  1995, the Corporation  was liability sensitive such  that the maturity
   and  repricing characteristics  of  interest bearing  liabilities  exceeded
   those  of  earning  assets.    This  static  evaluation  of  interest  rate
   sensitivity is not  indicative of the impact of fluctuating  interest rates
   on net interest  income.  The following table summarizes  the Corporation's
   interest rate sensitivity or gap position, which is the estimated aggregate
   maturity and repricing of earning  assets and interest bearing liabilities,
   at December 31, 1995:

   <TABLE>
   <CAPTION>
     Interest Rate Sensitivity
                                                                                       Total
     (Dollars in              Under         31 to         91 to         181 to       Within          After
     thousands)              31 Days       90 Days       180 Days      365 Days     One Year        One Year       Total
     <S>                  <C>            <C>           <C>            <C>          <C>            <C>           <C>
     Short-term
       investments         $   62,311      $    100       $    100    $      500    $   63,011    $    1,775     $    64,786

     Securities
       available for           87,055       276,858        240,014     1,122,454     1,726,381     3,668,953       5,395,334
       sale<PAGE>


     Loans, held for          147,352           -0-            -0-           -0-       147,352           -0-         147,352
       sale
     Loans, net of
       unearned income      2,707,145       344,034        430,478       736,018     4,217,675     3,878,480       8,096,155
     Interest rate            (81,700)      (67,737)        24,790        37,793       (86,854)       86,854             -0-
       swaps
     Total earning         $2,922,163      $553,255       $695,382    $1,896,765    $6,067,565    $7,636,062     $13,703,627
       assets

     Interest bearing
       deposits            $2,442,485      $692,439       $841,397      $922,027    $4,898,348    $4,052,607      $8,950,955

     Short-term
       borrowings             545,102       188,096        450,035       101,394     1,284,627        19,658       1,304,285
     Long-term debt           108,260         4,014        110,553       269,427       492,254       775,866       1,268,120
     Interest rate            197,223        77,765       (125,012)      (61,086)       88,890       (88,890)            -0-
       swaps

     Total interest
       bearing
       liabilities         $3,293,070      $962,314     $1,276,973    $1,231,762    $6,764,119    $4,759,241     $11,523,360

     Period rate
       sensitivity gap      $(370,907)    $(409,059)     $(581,591)     $665,003                  $2,876,821      $2,180,267

     Cumulative rate
       sensitivity gap       (370,907)     (779,966)    (1,361,557)     (696,554)                  2,180,267 
     Cumulative gap
       ratio                      .89           .82            .75           .90                        1.19 

    Residential real estate loans, collateralized mortgage obligations, mortgage-backed securities and asset-backed
    securities are assumed to have prepayments which factor in the difference between current market and portfolio
    rates based on historical experience and current expectations.  It is assumed that all interest bearing demand
    deposits are stable core deposits based on historical experience and are included in the After One Year category.
    Savings and money market accounts are divided evenly between the Under 31 Days and After One Year categories 
    to approximate the elasticity and anticipated pricing behavior of the accounts.  The December 31, 1995 three
    month LIBOR rate (held constant) was assumed in classifying index amortizinginterest rate swaps.  Interest rate
    caps are not included in the above table as the three month LIBOR rate was below the strike rate.
</TABLE>

         Integra manages its liquidity position  by continually evaluating its
   funding needs and the costs and terms of funding sources.   The Corporation
   has sufficient sources of funds available at all times to meet its routine,
   operational cash  needs by virtue  of its monetary  assets and liabilities.
   Long-term sources of funds include debt issued in the financial markets and
   FHLB borrowing programs.   Short-term borrowings in  the form of securities
   sold under  agreements to  repurchase and  FHLB advances have  been regular
   financing sources for Integra.  In 1995, a $2.00 billion bank  note program
   was established and $100.0 million in senior  bank notes were issued.  Also
   in 1995,  Integra became  more active  in the  federal funds  purchased and
   broker repo markets  and has the  availability of other sources  of funding
   such as brokered certificates of deposit.  The  Corporation expects to have
   sufficient funding sources available  from financial  institutions and  the
   financial markets should the need for additional funding develop.

         Cash for operating activities  is provided by net income adjusted for
   noncash  related items  such as  deprecation  and amortization  expense and
   provision for loan losses.  Cash was  used for investing activities in 1995
   largely to fund growth in loans and short-term investments.  The securities<PAGE>

   portfolio is  a readily  available source  of liquidity  due to  the active
   markets for the securities held.  Repayments on mortgage-related and asset-
   backed securities, callable bonds and loans provide an additional source of
   liquidity.  Additionally, investing activities consisted of the utilization
   of $46.7 million to fund  the purchase of Lincoln  on January 5, 1995.   In
   1995, financing activities used cash to reduce short-term borrowings partly
   offset by net increases in long-term debt and time deposits.  


   Financial Condition

         Integra's total assets  were $14.35 billion at December 31,  1995, an
   increase of $590.6 million or  4% from December 31, 1994.  The higher asset
   level resulted  from an increase in  loans and  securities and the  Lincoln
   acquisition on January 5, 1995.  
   <PAGE>
   Lending Activity.  Loans, net of unearned income, increased $498.1  million
   to $8.10 billion at year end 1995 compared to year end 1994.  Average loans
   increased 7% during 1995.   The mix of average  loans by loan type  and the
   change between years is shown in the following table:
<TABLE>
<CAPTION>
   Composition of Loans
                                                 Daily Average Balance
                                                                    Increase        %  
    (Dollars in thousands)                      1995         1994  (Decrease)    Change
    <S>                                   <C>         <C>          <C>         <C>
    Commercial                            $1,228,650   $1,510,895  $(282,245)     (19)%

    Real estate:
        Construction                         163,993      156,196      7,797        5  
        Commercial                           920,461      761,457    159,004       21  
        Residential                        2,139,464    1,770,998    368,466       21  
           Total real estate               3,223,918    2,688,651    535,267       20  
    Consumer:
        Indirect                             943,205      907,909     35,296        4  
        Home equity                          863,388      776,556     86,832       11  
        Other lines of credit                213,771      219,754     (5,983)      (3) 
        Education                            396,290      331,369     64,921       20  
        Credit cards                         138,850      104,079     34,771       33  

        Other direct                         357,822      360,744     (2,922)      (1) 
        Consumer finance                     368,644      328,934     39,710       12  
           Total consumer                  3,281,970    3,029,345    252,625        8  
    Lease finance                             77,987       76,458      1,529        2  
    Total loans, net of unearned income   $7,812,525   $7,305,349  $ 507,176        7 %
   </TABLE>

         Integra experienced loan  growth during 1995 of $380.0 million  or 5%
   excluding  loans acquired  in the  Lincoln acquisition.   This  loan growth
   occurred  primarily in  residential real  estate and  consumer loans.   The
   Lincoln  acquisition  added $118.1  million  of loans  comprised  of  $67.7
   million  residential real  estate,  $36.4 million  commercial  real estate,
   $10.5 million commercial and $3.5 million consumer.

         The  apparent fluctuation  in commercial  and commercial  real estate
   loans  was in  large  measure  due to  reclassifications resulting  from  a
   corporate-wide   project   to    correct   certain   loan   system   coding
   inconsistencies relating to various mergers in prior years.  Commercial and
   commercial real estate loans declined in total by $78.0 million during 1995
   largely as a  result of sales of nonstrategic out-of-market  loans obtained<PAGE>


   in a merger.   During 1995, Integra sold $61.8 million of  such loans which
   essentially eliminated the portfolio of nonstrategic out-of-market loans.

         Residential real estate loans grew $275.1 million or 14% and the     
   average balance increased  $368.5 million or 21% during 1995 from  a higher
   volume of  loan originations due  to greater  market demand.  During  1995,
   portfolio  loans consisting  of  $68.9 million  of  permanent construction,
   $76.1 million of variable rate  and $22.7 million of fixed rate real estate
   loans  were sold servicing  retained by the mortgage  banking subsidiary at
   gains of $1.7 million, which were included in mortgage banking income.

         Total  consumer   loans  increased   during  1995   due  mainly  from
   originations  of  home equity,  consumer  finance,  education  and indirect
   automobile loans  as a result  of market demand  and Integra's  promotional
   efforts and pricing decisions.  This growth was somewhat offset by sales of
   $37.3  million of consumer  finance loans at gains  totalling $3.2 million.
   Consumer  finance  loans are  comprised  of residential  first  and  second
   mortgages  that   are  not   underwritten  to   Federal  National  Mortgage
   Association and  Federal Home  Loan Mortgage  Corporation guidelines.   The
   typical variance is due to the credit history of the borrower.  Such credit
   risk is managed by lending a lower amount relative to the collateral value.
   Higher  servicing  costs  that  result  from  increased  credit   risk  are
   compensated  for  by  higher  loan  rates  in  comparison  to  conventional
   residential  real estate  and  home  equity loans.   Approximately  55%  of
   consumer finance  loans were  to  borrowers located  in Ohio,  New  Jersey,
   Pennsylvania  and  Tennessee.    Integra's  consumer  finance  business  is
   conducted through a subsidiary, Altegra Credit Company.  The Corporation is
   expanding this line of business in states generally east of the Mississippi
   River with  ten direct lending offices  opened in 1995.   Sales of consumer
   finance loans may occur from time to time to cover expansion costs.

         Intense competition for loan volume, which has reduced the           
   profitability of  certain types of  loans, is expected  to continue  during
   1996.  Loan  growth is anticipated in  1996 principally from commercial and
   consumer  loan  originations based  on expectations  of  market  demand and
   current business plans.

         Integra's commercial  loans consist primarily of  loans to small- and
   medium-sized businesses within the Corporation's market area.  Geographical
   coverage of  the Corporation's  commercial lending  activity extends across
   all of  western  Pennsylvania and  closely neighboring  areas and  includes
   borrowers from various types of businesses and industries.  For  additional
   information regarding loan  concentrations see Note  5 to  the Consolidated
   Financial Statements.

   Nonperforming Assets.  The composition of nonperforming assets and past due
   loans at December 31 for the past five years is as follows:
   <TABLE>
   <CAPTION>

   Nonperforming Assets and Past Due Loans                                                           

                                               1995            1994           1993           1992            1991
     (Dollars in thousands)
     <S>                               <C>            <C>             <C>            <C>            <C>
     Nonaccrual loans                      $ 62,727        $ 63,071       $114,992       $145,000        $206,915
     Renegotiated debt                           26           2,392          2,990          4,099           5,329
     Total nonperforming loans               62,753          65,463        117,982        149,099         212,244<PAGE>


     In-substance foreclosures (1)              -0-           6,140         22,893         41,612          41,131
     Other real estate owned                 13,052          26,089         33,336         36,323          23,518
     Total foreclosed assets                 13,052          32,229         56,229         77,935          64,649

     Total nonperforming assets              75,805          97,692        174,211        227,034         276,893
     Loans past due 90 days or
       more and still accruing               26,069          23,412         25,880         34,850          42,762
     Total nonperforming assets                                                                  
       and past due loans                  $101,874        $121,104       $200,091       $261,884        $319,655

    (1)     In-substance foreclosures were reclassified to nonaccrual loans upon the adoption of FASB Statement 114
            as of January 1, 1995.
    </TABLE>

             Nonperforming assets decreased $21.9 million or 22% as of 
   December 31,  1995 from  the previous  year end  due  in part  to sales  of
   nonperforming  assets  consisting of  $8.6  million of  nonperforming loans
   located  outside of  Integra's market area sold  in the  second quarter and
   $10.8 million of other real  estate owned sold in  the first quarter.   The
   ratio  of nonperforming assets to  loans plus foreclosed assets was .93% at
   year end 1995, down from 1.28% at year end 1994.  

         The composition of nonperforming loans and foreclosed assets by      
   category at  December  31, 1995  was:   Commercial -  28%, Commercial  real
   estate -37%,  Construction and residential real estate - 23% and Consumer -
   12%.    Commercial and  commercial real  estate  nonperforming  assets with
   customer balances over $.5  million totalled $24.3 million  or 32% of total
   nonperforming  assets at December 31,  1995 and are  shown in the following
   table by type and location:
   <TABLE>
   <CAPTION>

     Commercial and Commercial Real Estate Nonperforming Assets


    (Dollars in millions)   Pennsylvania   New York   Total  % by Type

    <S>                    <C>            <C>        <C>     <C>
    Multifamily and Land          $ 3         $3      $ 6        26%
    Office                          3          1        4        17 
    Recreation                      4          -        4        17 
    Contractor                      3          -        3        12 
    Distributor                     3          -        3        12 
    Manufacturer                    2          -        2         8 
    Other                           2          -        2         8 
    Total                         $20         $4      $24       100%
   </TABLE>

   Reserve for Loan Losses.  The reserve for loan losses was $215.2 million or
   2.66% of  total loans at December  31, 1995 compared  to $237.4  million or
   3.12% of  total loans at  December 31,  1994.  The  reserve provides strong
   coverage with a ratio  of 343% of nonperforming loans at December  31, 1995
   compared  to 363%  a year  earlier.   The reserve  also represents  284% of
   nonperforming assets  at December  31, 1995  up from  243% at December  31,
   1994.  Loan  charge-offs, net of recoveries,  totalled $40.7 million during
   1995 compared to $34.5 million during 1994.   The 1995 charge-offs included
   $16.1  million  related to  non-strategic,  primarily  out-of-market, loans
   acquired through a  previous merger.  The  remaining, normal charge-offs of
   $24.6  million were  above the  year-to-date provision  for loan  losses of<PAGE>


   $16.0 million.  For both years, the  majority of the loan charge-offs  were
   for consumer, commercial real  estate and commercial loans.  Determinations
   of probable losses are made under the guidelines  of a conservative charge-
   off  policy  at  the  time  a  loan  is  first  designated  nonaccrual  and
   periodically  thereafter.    Net  charge-offs  for  1996  are  expected  to
   approximate net charge-offs for 1995 and be proportionately similar by loan
   category.  The activity in  the loan loss reserve and information regarding
   the  relationship  of  the  reserve  to  loans,   nonperforming  loans  and
   nonperforming assets and the ratio of net charge-offs to  average loans for
   the past five years is shown in the following table:
   <PAGE>
    <TABLE>
    <CAPTION>

     Reserve for Loan Losses

     (Dollars in thousands)                   1995          1994           1993            1992            1991 
     <S>                               <C>            <C>           <C>            <C>             <C>
     Balance at beginning of year         $237,433      $241,901       $238,831        $182,553        $211,820 
     Provision for loan losses              16,000        30,000         50,000          96,390          71,837 
     Loan charge-offs:
              Commercial                   (12,342)      (19,811)       (26,473)        (22,253)        (38,696)
              Real Estate:
                Construction                  (220)         (328)        (1,121)           (604)         (8,513)
                Commercial                 (17,891)      (14,700)       (12,017)        (10,719)        (24,003)

                Residential                 (1,276)       (1,133)        (2,511)         (2,630)         (2,039)
              Consumer                     (25,147)      (23,923)       (26,643)        (38,058)        (39,968)
              Lease finance                    (78)         (120)          (177)           (300)           (666)
     Total loan charge-offs                (56,954)      (60,015)       (68,942)        (74,564)       (113,885)
     Loan recoveries:
              Commercial                     8,253        17,420         13,968           8,898           6,705 
              Real estate:
                Construction                     1           -0-             22             371              32 
                Commercial                     913           845          1,517           1,686           1,017 
                Residential                     81            25            117             174             233 
              Consumer                       6,969         7,173          6,360           6,128           5,851 

              Lease finance                     21            84             28             123             144 
     Total loan recoveries                  16,238        25,547         22,012          17,380          13,982 
     Net loan charge-offs                  (40,716)      (34,468)       (46,930)        (57,184)        (99,903)
     Reserve of acquired 
       (divested) company                    2,450           -0-            -0-          17,072          (1,201)
     Balance at end of period             $215,167      $237,433       $241,901        $238,831        $182,553 

     Loan loss reserve to loans               2.66%         3.12%          3.41%           3.39%           2.89%
     Loan loss reserve to
       nonperforming loans                  342.88        362.70         205.03          160.18           86.01 
     Loan loss reserve to
       nonperforming assets                 283.84        243.04         138.86          105.20           65.93 
     Net loan charge-offs to
       average loans                           .52           .47            .67             .85            1.53 
    </TABLE>

         The  adequacy of  the  reserve for  loan losses  is  assessed by  the
   Corporation  through  evaluation  of  the  loss  potential   on  individual
   nonperforming,  delinquent  and  high  dollar  loans,  review  of  economic
   conditions and  business  trends, historical  loss experience,  growth  and
   composition  of the loan  portfolio and other relevant  factors.  Integra's<PAGE>


   management believes that the reserve  for loan losses is adequate to absorb
   reasonably foreseeable losses on loans.

   Securities Activity.   Securities at December 31,  1995, all of  which were
   classified as available for sale, totalled $5.39 billion compared to  $5.24
   billion of  total securities  available for  sale and  held to maturity  at
   December 31,  1994.  The  overall increase in  1995 was due  to higher fair
   values reflected in a  $325.8 million increase  in net unrealized gains  on
   securities available for sale partly offset by a $172.2 million decrease in
   securities.

         Effective  December 1,  1995, Integra  reclassified its  entire $2.05
   billion portfolio of securities held to  maturity to the available for sale
   category.  The unrealized gain on these securities was $21.4 million on the
   date of transfer which  was recorded net of tax in shareholders'  equity in
   accordance with FASB Statement 115.  This was the  result of a reevaluation
   of management's intentions  to hold those securities to maturity.  A window
   of  opportunity   to  reassess  the  appropriateness   of  all  securities'
   classifications  was provided by  the FASB concurrent with  its issuance in
   November 1995 of a Special  Report - A Guide to Implementation of Statement
   115 on Accounting for Certain Investments in Debt and Equity Securities.

         As a  result of the  decline in  interest rates during  1995, the net
   unrealized loss  on securities  available for sale  at the end  of 1994  of
   $168.6 million  improved to  a net  unrealized gain  of $157.2  million  at
   December  31, 1995.  Net unrealized gains on  debt securities available for
   sale  of $40.1 million at  December 31, 1995 increased  from net unrealized
   losses of  $246.0 million at December  31, 1994.   Net unrealized  gains on
   marketable  equity securities  were  $117.1  million at  December  31, 1995
   compared  to $77.4 million at  December 31, 1994.   As of year end 1995, no
   securities had  been  specifically identified  for sale  in  1996  although
   securities  may  be   sold  in  the  context  of   ongoing  asset/liability
   management.

         During 1995,  the debt securities portfolio  was restructured through
   purchases that included asset-backed securities, callable agency securities
   and collateralized mortgage  obligations, and  sales of available for  sale
   securities  consisting  mainly  of  mortgage-backed  securities,  primarily
   variable rate for  which prepayment risk was  a concern, and U.S.  Treasury
   securities.  These transactions had the effect of lengthening the  duration
   of the securities  portfolio and improving the yield on  average securities
   which rose 26 basis  points in 1995 compared to 1994, excluding  the impact
   to the  yield of net  unrealized gains/losses on  securities available  for
   sale.

         Collateralized mortgage obligations and mortgage-backed securities in
   total represented  52% of  Integra's securities  portfolio at  December 31,
   1995.   These mortgage related securities are impacted  by the effects that
   changing  interest  rates   have  on  the  level  of  prepayments.     Such
   susceptibility to prepayment variations is factored into Integra's interest
   rate  sensitivity analysis.   The weighted average expected  lives of fixed
   rate  mortgage-backed  securities  and collateralized  mortgage obligations
   were 5.1 years and 2.8 years, respectively, as of December 31, 1995.  A 300
   basis point  upward movement in  interest rates could  extend the  expected
   average  lives to 6.4  years and  4.4 years for fixed  rate mortgage-backed
   securities and  collateralized mortgage obligations, respectively.   Stress
   tests are  performed at  least quarterly in  which 100, 200  and 300  basis
   point instantaneous up and down interest rate movements  are evaluated.  At
   December  31,  1995,  variable  rate  securities  constituted  49%  of  the
   mortgage-backed  portfolio compared  to  61%  at December  31, 1994.    All<PAGE>


   collateralized  mortgage  obligations  were  fixed  rate  at year-end  1995
   compared to  84% fixed rate  at year end  1994.  The  majority of mortgage-
   backed  securities  and  collateralized  mortgage   obligations  were  U.S.
   government agency issues and no private placement issues were held.

         Included in U.S. Government agency securities as of December 31,1995 
   was  a  $10.0  million  structured  note  compared  to  $254.9  million  of
   structured notes at  December 31, 1994.  Structured  notes have a series of
   pre-established coupons  that typically increase on  specified future dates
   until final maturity,  which date may  not be  reached due  to call  option
   features.     A majority  of  these securities  were  called by  the issuer
   agencies during 1995 due to interest rate levels.

         Marketable equity securities increased to $490.0 million at December 
   31,  1995 from  $347.5 million a  year earlier, with a  net unrealized gain
   component of $117.1 million and $77.4 million for each year,  respectively.
   Activity in  marketable equity  securities in  1995 included  purchases  of
   variable  rate   preferred  stock   and  money   market  preferred  issues.
   Approximately 46% of Integra's marketable equity securities at December 31,
   1995 were  common and preferred stocks  of banks, thrifts  and bank holding
   companies compared to 52%  at December 31, 1994.   Investing in  marketable
   equity securities is the principal activity of Integra  Investment Company,
   a Delaware  subsidiary.   Integra Investment Company had  marketable equity
   securities of $360.4 million at December 31, 1995.

         The  composition   of  the  average  balance   of  the  Corporation's
   securities available for sale at fair value and securities held to maturity
   at amortized cost during 1995 and 1994 is shown in the following table:
   <TABLE>
   <CAPTION>

     Composition of Securities
                                                            Daily Average Balance                                  % of Total
                                                                                                                     Average
                                                       1995                        1994                             Securities 
                                                Held to     Available      Held to     Available    Increase 
     (Dollars in millions)                     Maturity      for Sale     Maturity      for Sale   (Decrease)     1995      1994
     <S>                                   <C>            <C>           <C>          <C>           <C>          <C>      <C>
     U.S. Treasury securities                    $  122        $  472        $  72        $  826       $(304)      11%       16%
     U.S. Government agency securities              631           135          247           299         220       14        10 
     Mortgage-backed securities                     244         1,750          196         2,045        (247)      36        41 
     Collateralized mortgage
       obligations                                  378           376          302           295         157       14        11 
     Corporate debt securities                       50           185           18           305         (88)       4         6 

     Marketable equity securities                   -0-           418          -0-           368          50        8         7 
     Asset-backed securities                        337           210          203            83         261       10         5 
     Federal Home Loan Bank and
       Federal Reserve Bank stock                   -0-            82          -0-            99         (17)       1         2 
     State and political subdivision
       securities                                   118            14           68            21          43        2         2 
     Other                                          -0-           -0-          -0-             1          (1)       -         - 
                                                       
     Total securities                            $1,880        $3,642       $1,106        $4,342       $  74      100%      100%
    </TABLE>


         The Corporation had no concentration (defined as 10% of shareholders'
   equity) of credit risk in any single issuer, other than the U.S. government<PAGE>


   and its agencies and corporations, in the securities portfolio at  December
   31,  1995.     Integra  had  $175.6   million  of  collateralized  mortgage
   obligations  at December 31, 1995  which qualified as  "high risk" based on
   the Federal Financial Institutions Examination Council's definition.  These
   securities are  routinely monitored  to  assess the  impact of  changes  in
   interest rates and are classified as available for sale.

         Trading activity, which is a separate and distinct activity, includes
   the purchase and subsequent sale of securities for the  specific purpose of
   profiting from short-term changes in interest rates and market values.  The
   volume  of transactions in  the trading portfolio has  not been significant
   and such activities  are not expected to  become significant in the future.
   No trading securities were held at December 31, 1995 and 1994.

   Deposits.   Total deposits increased  $297.1 million to  $10.38 billion  at
   December 31,  1995  from $10.08  billion  at December  31, 1994.    Integra
   obtained $159.6 million of deposits  in the Lincoln acquisition,  including
   $84.5 million  of time  deposits  and $46.3  million of  savings  accounts.
   During  1995, Integra  experienced a  shift in  its deposit  mix  into time
   deposits  out of  savings and  demand accounts.   This  industry-wide trend
   occurred as depositors  were attracted by the higher rates  which typically
   impacts  deposit pricing on a time  lag.  Growth in  time deposits occurred
   mainly  in certificates  with terms  between twelve  and  24 months.   Non-
   interest bearing  demand deposits  declined  in 1995  due  in part  to  the
   reclassification to money  market deposits of escrow  accounts with limited
   monthly transactions totalling  $71.5 million at December 31, 1995  held in
   conjunction with  Integra's mortgage  banking business.   During the  third
   quarter of 1995,  a new type  of money  market account  linked to  existing
   interest bearing  demand accounts  was established.   Balances  of accounts
   that do  not exceed maximum  transaction levels and which are  in excess of
   the amounts  needed to cover  each customer's historic  activity level  are
   transferred from the demand accounts to the related money market  accounts,
   with the  effect of  lowering  the requirement  for reserves  that must  be
   maintained by Federal Reserve member  banks.  Such balances, which are paid
   the  interest  bearing demand  account  rate, totalled  $717.9  million  at
   December 31, 1995 are included in the following table with interest bearing
   demand.    Integra's  money  market  deposits increased  in  1995  with the
   promotion of a preferred investment account which offers customers a market
   indexed rate on accounts with balances over $25,000.  Integra considers its
   retail funding base to be stable.   Average deposits were 2% higher  during
   1995  compared to  the  previous year.    The  composition of  deposits  at
   December 31, 1995 and 1994 and average deposits during 1995 and 1994 are as
   follows:
   <TABLE>
   <CAPTION>
                                                                             Daily                 % of Total
     Composition of Deposits                    December 31,           Average Balance         Average Deposits  
     (Dollars in millions)                      1995         1994         1995        1994        1995        1994
     <S>                                  <C>          <C>          <C>          <C>         <C>         <C>
     Non-interest bearing demand             $ 1,430      $ 1,488      $ 1,359      $1,417         13%         14%
     Interest bearing demand                     883          946          903         968          9          10 
     Savings                                   1,014        1,086        1,071       1,133         11          11 
     Money market                              1,941        1,650        1,764       1,781         17          18 
     Time deposits under $100,000              4,495        4,342        4,515       4,162         44          42 
     Time deposits of $100,000 or more           617          571          631         536          6           5 

     Total deposits                          $10,380      $10,083      $10,243      $9,997        100%        100%
    /TABLE
<PAGE>


   Borrowings.  During  1995, the Corporation extended the terms  of wholesale
   borrowings  to  manage  its  liability  sensitivity.    Average  short-term
   borrowings  declined slightly  and long  term  debt  increased during  1995
   compared to 1994.

         Short-term borrowings decreased $278.5 million from December 31, 1994
   to  December 31,  1995 and  the mix  of short-term  funds  changed, with  a
   decrease of $441.7 million in securities sold  to FHLBs under agreements to
   repurchase  partly offset by  increases of $141.8 million  in federal funds
   purchased and $79.0 million in securities sold to brokers under  agreements
   to repurchase.   Integra became more  active in the  term federal funds and
   broker  repo markets  during 1995 as  a part of its  ongoing evaluations of
   funding alternatives.   The Corporation's banking  subsidiary established a
   brokered certificate of deposit program which  had not been utilized  as of
   December  31,  1995.    Securities  sold  under  agreements  to  repurchase
   comprised 61% and  74% of  short-term borrowings at December  31, 1995  and
   1994, respectively.   The securities  sold under  agreements to  repurchase
   were U.S.  Treasury and agency  securities.  The  repurchase agreements  at
   December 31, 1995 were with brokers and bank customers.

         Long-term debt increased $211.5 million or 20% from year end 1994  to
   $1.27 billion  at December  31,  1995.   Securities sold  to brokers  under
   agreements to  repurchase  increased $376.9  million somewhat  offset by  a
   $263.2 million decrease in long-term FHLB  advances.  In the second quarter
   of 1995, $100.0 million of five year,  6.55% senior bank notes were  issued
   under a $2.00 billion shelf registration.

   Capital  Resources.   Shareholders'  equity increased  $286.3  million from
   $858.6 million at  December 31, 1994 to $1.14  billion at December 31, 1995
   due to a $215.6 million  improvement in the after-tax  net unrealized gains
   on securities  available for sale and  1995 net  income of $128.4  million.
   Equity was reduced by cash dividends paid to shareholders of $64.0 million.

         In January  1995,  Integra's Board  of  Directors  increased  to  two
   million shares the total number of shares of the Corporation's  outstanding
   common  stock  authorized  to  be  repurchased  under  an  existing   stock
   repurchase program.  One million shares were authorized in July  1993 under
   the  program.  During 1995, 148,311 shares of common stock were repurchased
   at  an average price of  $41.24.  Since  inception of the  program in 1993,
   1,099,518 shares have been purchased at an average cost  of $41.93.  During
   1995,  shares totalling 334,489,  all from treasury, were  issued under the
   Corporation's employee stock  option, employee stock purchase, and dividend
   reinvestment  and stock purchase  plans for net proceeds  of $12.5 million.
   At December 31, 1995, 579,667 shares were held as treasury stock.

         Integra paid dividends of $1.95 per  common share in 1995 compared to
   $1.70 per common share in 1994, representing a 15%  increase.  On April 26,
   1995, Integra's Board of  Directors increased the  quarterly dividend  from
   $.45 to $.50  per share of common stock, marking the  twentieth consecutive
   year  of  increased annual  dividend  payouts.   On  January 24,  1996, the
   quarterly dividend  rate was  increased to $.54  per common  share with the
   first quarter 1996 dividend  payable on  March 1, 1996  to shareholders  of
   record as of February 15, 1996.  A second quarter 1996 dividend of $.54 per
   common share  was also  declared which will  be payable  on May  1, 1996 to
   shareholders of  record as  of  April 15,  1996.   This accelerated  second
   quarter dividend will bring  the Integra quarterly dividend into conformity
   with National City, which has payment  dates for quarterly dividends on the
   first day of February, May, August and November.<PAGE>


         The book  value of  Integra's common  stock was  $34.68 per  share at
   December 31, 1995, which included $3.09  per share for net unrealized gains
   on  securities available for  sale that  increased shareholders'  equity in
   accordance  with FASB Statement 115.  Book value  increased $8.52 per share
   during 1995 of which $6.54 per share  related to an improvement in the fair
   value of  securities available  for sale.   The  market value of  Integra's
   common stock  was $63.13 per share  on December 31, 1995.   The stock price
   table shows the market price range of Integra common stock as quoted on the
   New  York Stock Exchange and dividends paid during each quarter of 1995 and
   1994.
    <TABLE>
    <CAPTION>
         Common Stock Prices and Dividends Paid                                              

                                                    1995                                             1994                     
                                                                    Dividends                                         Dividends
          Quarter                   High         Low       Close       Paid          High         Low       Close        Paid  
          <S>                 <C>          <C>         <C>         <C>          <C>         <C>         <C>         <C>
          First                   $43.75      $36.88      $43.00        $ .45      $47.88      $42.63      $46.00         $ .40
          Second                   50.63       42.38       48.63          .50       49.75       44.75       46.75           .40
          Third                    59.50       48.50       58.13          .50       48.88       44.88       45.13           .45
          Fourth                   64.63       57.63       63.13          .50       45.38       38.38       41.13           .45
                                                                        $1.95                                             $1.70
         </TABLE>

         In connection with the proposed merger of Integra with and into      
   National  City, each  outstanding  share of  Integra common  stock  will be
   converted into  two shares of  National City common stock  at the effective
   time of the merger which is anticipated in the second quarter of 1996.  The
   market  price of National City common stock at December 31, 1995 was $33.13
   per share and 1995 dividends paid were $1.30 per share.

         Integra continues to maintain a strong capital position, with a      
   leverage ratio of 7.02%, a tangible leverage ratio of 6.77%, a core capital
   to  risk-weighted assets  ratio of  11.13%  and a  total  capital to  risk-
   weighted assets ratio of 14.61% at December 31, 1995.  These capital ratios
   decreased slightly in the early part of 1995 compared  to December 31, 1994
   due primarily  to the Lincoln  acquisition.  In  accordance with regulatory
   guidelines, these ratios  do not include net  unrealized gains or losses on
   securities available for sale under FASB Statement 115.  All of the capital
   ratios  are in excess of  the regulatory  requirements.  Under  the Federal
   Deposit Insurance Corporation  Improvement Act (FDICIA), five capital level
   designations  have  been  established  that,  among  other things,  trigger
   certain mandatory and discretionary supervisory  responses for institutions
   that fall below  certain capital levels.   Integra's banking subsidiary has
   been  deemed "well  capitalized"  which  is the  highest  designation.   As
   required  by FDICIA,  the regulators  are  permitted to  require additional
   capital for  interest rate risk when they believe it  necessary.  Effective
   in 1996, the regulators will require expanded reporting of an institution's
   interest rate risk exposure.  The data collected will be used as  the basis
   for a new,  separate rulemaking  that could  result in  a specific  capital
   charge on institutions with high interest  rate risk exposure.   The effect
   of this proposal, if  any, on the Corporation's capital requirements cannot
   be  determined at this time.   The following table  shows Integra's capital
   ratios at December 31, 1995 and 1994:
   <TABLE>
   <CAPTION>
     Capital Ratios
    (Dollars in thousands)                           1995              1994 <PAGE>


    <S>                                    <C>              <C>
    Leverage ratio                                   7.02%             6.98%
    Tangible leverage ratio                          6.77              6.73 
    Risk-based capital:
      Capital components:
        Core capital                           $1,003,734        $  959,254 
        Total risk-based capital                1,317,313         1,265,156 
    Risk-weighted assets and off-balance
      sheet financial instruments               9,015,065         8,377,021 
    Risk-based capital ratios:

      Core capital                                  11.13%            11.45%
      Total capital                                 14.61             15.10 

   </TABLE>

   <PAGE>
   <TABLE>
   <CAPTION>
   CONSOLIDATED FINANCIAL DATA

                                                                 1995          1994         1993         1992        1991 
     Profitability
     <S>                                                  <C>            <C>           <C>          <C>         <C>
     Return on average assets (1)                                 .90%         1.24%        1.13%         .48%        .55%
     Return on average total equity (1)                         12.71         17.95        18.40         8.31       10.26 
     Net interest margin                                         3.86          4.20         4.30         4.28        4.10 
     Efficiency ratio                                           62.21         59.62        59.76        63.81       72.38 
     Average loans to deposits                                  76.27         73.07        69.06        65.49       67.31 


     Capital
     Common dividends to net income                             49.85%        33.64%       30.02%       52.43%      47.33%
     Shareholders' equity to assets                              7.98          6.24         7.32         5.58        5.28 
     Leverage ratio                                              7.02          6.98         6.19         5.38        5.27 
     Tangible leverage ratio                                     6.77          6.73         6.00         5.12        4.99 
     Core capital ratio                                         11.13         11.45        10.77         9.08        8.51 
     Total capital ratio                                        14.61         15.10        14.50        11.81       10.39 

     Asset Quality
     Nonperforming assets to loans plus foreclosed   
        assets                                                    .93%         1.28%        2.44%        3.18%       4.33%
     Loans past due 90 days or more, excluding 
        nonaccrual loans, to loans                                .32           .31          .37          .49         .68 

     Loan loss reserve to loans                                  2.66          3.12         3.41         3.39        2.89 
     Loan loss reserve to nonperforming loans                  342.88        362.70       205.03       160.18       86.01 
     Net loan charge-offs to average loans                        .52           .47          .67          .85        1.53 

     Share Data
     Common shares outstanding at period-end (in        
     thousands)                                                33,013        32,827       33,457       32,955      26,667 
     Average common shares outstanding (in thousands)          33,123        33,735       33,815       32,030      26,670 
     Net income before cumulative effect of  
        accounting changes                                      $3.88         $5.01        $4.50        $1.81       $2.23 
     Net income                                                  3.88          5.01         6.28         1.81        2.23 
     Common dividends                                            1.95          1.70         1.37          .98        1.11 <PAGE>


     Book value                                                 34.68         26.16        30.85        21.30       22.21 
        Excluding unrealized gains/losses on
        securities                                              31.59         29.61        26.50        21.30       22.21 
     Market price:
        High                                                    64.63         49.75        50.75        42.00       30.50 
        Low                                                     36.88         38.38        39.50        30.00       13.00 
        Close                                                   63.13         41.13        43.00        41.63       30.00 

     Other Data
     Number of employees (full-time equivalent)                 5,041         5,222        5,175        5,400       5,418 
     Number of banking offices                                    263           260          260          281         268 

    Periods prior to 1993 have been restated to reflect the merger with Equimark Corporation,
    a pooling-of-interests transaction consummated on January 15, 1993.
    (1)   Excludes cumulative effect of accounting changes to FASB Statements 106 and 109 in 1993.
    </TABLE>

    <PAGE>
    <TABLE>
    <CAPTION>

    CONSOLIDATED AVERAGE BALANCES AND NET INTEREST ANALYSIS


     Years ended December 31                       1995                                      1994               
                                                   
                                   Daily        Interest      Average        Daily        Interest     Average
                                  Average       Income/     Annualized      Average       Income/    Annualized
     (Dollars in thousands)       Balance       Expense     Yield/Rate      Balance        Expense   Yield/Rate
     Assets

     <S>                        <C>            <C>          <C>          <C>             <C>         <C>
     Earning assets:
     Short-term investments     $   153,008   $   10,504         6.87%      $   25,934   $  1,083          4.18%

     Debt securities              5,104,534      338,626         6.63        5,080,881    320,762          6.31 
     Equity securities              417,959       28,250         6.76          367,487     26,575          7.23 

       Total securities           5,522,493      366,876         6.64        5,448,368    347,337          6.38 
     Trading securities              26,910        1,602         5.95           49,783      2,596          5.21 
     Loans held for sale            100,570        6,471         6.43          134,437     10,364          7.71 
     Loans, net of unearned                                                                       
      income                      7,812,525      703,524         9.01        7,305,349    615,243          8.42 

       Total earning assets      13,615,506   $1,088,977         8.00%      12,963,871   $976,623          7.53%

     Cash and due from banks        312,114                                    367,693 

     Premises and equipment         171,534                                    163,379 
     Other assets                   415,089                                    346,070 
     Reserve for loan losses       (230,878)                                  (243,975)
       Total assets             $14,283,365                                $13,597,038 

     Liabilities and         
      Shareholders' Equity
     Interest bearing        
      liabilities:
     Interest bearing demand    $   903,098     $ 11,844         1.31%     $   967,683   $ 13,353          1.38%<PAGE>


     Savings                      1,071,038       25,680         2.40        1,133,336     25,762          2.27 
     Money market                 1,763,637       59,608         3.38        1,780,740     44,980          2.53 
     Time deposits                5,146,358      294,147         5.72        4,698,390    233,772          4.98 

       Total interest        
        bearing deposits          8,884,131      391,279         4.40        8,580,149    317,867          3.71 
     Short-term borrowings        1,610,217       96,502         5.99        1,664,817     66,180          3.98 
     Long-term debt               1,204,009       75,881         6.30          815,890     47,931          5.87 

       Total interest                                                                             
        bearing liabilities      11,698,357   $  563,662         4.82%      11,060,856   $431,978          3.91%

     Non-interest bearing    
      deposits                    1,359,045                                  1,417,153 
     Other liabilities              215,557                                    177,564 


       Total liabilities         13,272,959                                 12,655,573 

     Shareholders' equity         1,010,406                                    941,465 

       Total liabilities and                
        shareholders'        
        equity                  $14,283,365                                $13,597,038 

     Net interest spread                                         3.18%                                     3.62%
     Net interest income/Net 
      interest margin                           $525,315         3.86%                   $544,645          4.20%

     Taxable equivalent      
      adjustment                                 (18,055)                                 (15,826)
     Net interest income per 
      financial statements                      $507,260                                 $528,819 

     Interest bearing        
      liabilities to         
      earning assets                  85.92%                                     85.32%

    Tax-exempt income is on an FTE basis using the statutory federal income tax rate of 35% for 1995, 1994 and 1993.  
    For purposes of calculating loan yields, average loan balances include nonaccrual loans.
    </TABLE>
    <PAGE>
    <TABLE>
    CAPTION
<PAGE>


    CONSOLIDATED AVERAGE BALANCES AND NET INTEREST ANALYSIS

     Years ended December 31                                                   1993                    
                                                             Daily           Interest          Average
                                                            Average          Income/         Annualized
     (Dollars in thousands)                                 Balance           Expense        Yield/Rate
     Assets
     <S>                                                <C>               <C>              <C>
     Earning assets:
     Short-term investments                                 $   24,429         $    736              3.01%
     Debt securities                                         5,435,027          350,170              6.44 
     Equity securities                                         184,224           20,145             10.93 
       Total securities                                      5,619,251          370,315              6.59 

     Trading securities                                         25,939              875              3.37 
     Loans held for sale                                       180,541           13,763              7.62 
     Loans, net of unearned income                           7,046,791          603,819              8.57 
       Total earning assets                                 12,896,951         $989,508              7.67%
     Cash and due from banks                                   393,068 
     Premises and equipment                                    153,889 
     Other assets                                              359,097 
     Reserve for loan losses                                  (242,291)
       Total assets                                        $13,560,714 
     Liabilities and Shareholders' Equity
     Interest bearing liabilities:

     Interest bearing demand                               $   955,535         $ 17,796              1.86%
     Savings                                                 1,147,248           28,678              2.50 
     Money market                                            1,880,576           51,958              2.76 
     Time deposits                                           4,869,025          246,829              5.07 
       Total interest bearing deposits                       8,852,384          345,261              3.90 
     Short-term borrowings                                   1,620,897           50,275              3.10 
     Long-term debt                                            708,263           39,973              5.64 
       Total interest bearing liabilities                   11,181,544         $435,509              3.89%
     Non-interest bearing deposits                           1,352,092 
     Other liabilities                                         196,442 
       Total liabilities                                    12,730,078 

     Shareholders' equity                                      830,636 
       Total liabilities and shareholders' equity          $13,560,714 
     Net interest spread                                                                             3.78%
     Net interest income/Net interest margin                                   $553,999              4.30%
     Taxable equivalent adjustment                                              (11,700)
     Net interest income per financial statements                              $542,299 
     Interest bearing liabilities to earning assets              86.70%

    Tax-exempt income is on an FTE basis using the statutory federal income tax rate of 35% for 1995, 1994 and 1993.
    For purposes of calculating loan yields, average loan balances include nonaccrual loans.
    </TABLE>
    <PAGE>
    <TABLE>
    <CAPTION>
     CONSOLIDATED QUARTERLY RESULTS OF OPERATIONS
     For the Year Ended December 31, 1995                             First         Second          Third      Fourth (1) 
     (Dollars in thousands except per share data)
     <S>                                                        <C>            <C>            <C>            <C>
     Interest income                                               $256,828       $268,341       $275,813        $269,936 
     Interest expense                                               130,809        141,437        148,121         143,291 

     Net interest income                                            126,019        126,904        127,692         126,645 <PAGE>


     Provision for loan losses                                        4,000          4,000           4,000          4,000 

     Net interest income after provision for loan losses            122,019        122,904        123,692         122,645 
     Net securities gains                                             3,661          4,486          8,809           1,333 
     Non-interest income                                             35,925         33,042         32,045          30,227 
     Non-interest expense                                           105,665        104,143         109,295        143,121 

     Income before income taxes                                      55,940         56,289         55,251          11,084 
     Income tax expense                                              15,786         16,297                          2,687 
                                                                                                   15,404 
     Net income                                                    $ 40,154       $ 39,992       $ 39,847        $  8,397 


     Net income per common share                                      $1.22          $1.21          $1.20           $0.25 

     Average common shares outstanding (in thousands)                32,991         33,063         33,194          33,244 

     Return on average assets                                          1.16%          1.12%          1.09%           0.23%
     Return on average equity                                         17.97          16.24          15.13            3.04 
     Net interest margin                                               3.97           3.88           3.81            3.79 

     For the Year Ended December 31, 1994                             First         Second          Third          Fourth 
     (Dollars in thousands except per share data)                           

     Interest income                                               $235,778       $232,880       $242,073        $250,047 

     Interest expense                                               102,849        101,331        107,832         119,947 
     Net interest income                                            132,929        131,549        134,241         130,100 
     Provision for loan losses                                       10,000          8,000          6,000           6,000 
     Net interest income after provision for loan losses            122,929        123,549        128,241         124,100 
     Net securities gains                                            13,330          4,983            737             699 
     Non-interest income                                             28,895         28,593         28,990          31,824 
     Non-interest expense                                            97,479         97,087         98,809         101,861 
     Income before income taxes                                      67,675         60,038         59,159          54,762 
     Income tax expense                                              20,887         18,282         17,723          15,709 
     Net income                                                    $ 46,788       $ 41,756       $ 41,436        $ 39,053 


     Net income per common share                                      $1.38          $1.23          $1.22           $1.17 

     Average common shares outstanding (in thousands)                33,792         33,851         33,848          33,448 

     Return on average assets                                          1.35%          1.25%          1.23%           1.14%
     Return on average equity                                         18.25          17.99          17.95           17.54 
     Net interest margin                                               4.11           4.27           4.30            4.13 

    (1)     During the fourth quarter of 1995, Integra recorded non-recurring charges,
            restructuring expenses and merger expenses totalling $40.9 million.
    </TABLE>

    <PAGE>
   ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   <TABLE>
   <CAPTION>
                            Integra Financial Corporation and Subsidiaries
                                      CONSOLIDATED BALANCE SHEET

    December 31                                             1995           1994 
    (Dollars in thousands)<PAGE>


    Assets
    <S>                                              <C>           <C>
    Cash and due from banks                          $   358,856    $   428,771 
    Federal funds sold                                    10,000            -0- 
    Other short-term investments                          54,786         13,740 
    Securities held to maturity (fair value of      
       $1,474,141 in 1994)                                   -0-      1,546,295 
    Securities available for sale, at fair value       5,395,334      3,695,504 
    Loans held for sale                                  147,352         67,994 
    Loans, net of unearned income of $97,823 in     
       1995 and $96,110 in 1994                        8,096,155      7,598,056 

    Reserve for loan losses                             (215,167)      (237,433)
       Net loans                                       7,880,988      7,360,623 
    Premises and equipment                               169,027        169,509 
    Foreclosed assets                                     13,052         32,229 
    Other assets                                         316,577        440,695 
                                                                 
    Total assets                                     $14,345,972    $13,755,360 


    Liabilities
    Deposits:
    Non-interest bearing                             $ 1,429,504    $ 1,488,106 
    Interest bearing                                   8,950,955      8,595,300 

       Total deposits                                 10,380,459     10,083,406 
    Short-term borrowings                              1,304,285      1,582,756 
    Long-term debt                                     1,268,120      1,056,649 
    Other liabilities                                    248,200        173,953 
                                                                 
    Total liabilities                                 13,201,064     12,896,764 
                                                                 

    Shareholders' Equity
    Preferred stock, no par value, 19,642,631       
       shares authorized                                     -0-            -0- 
    Common stock, $1.00 par value, 100,000,000      
       shares authorized                                  33,592         33,592 
    Capital surplus                                      451,680        451,769 
    Retained earnings                                    581,484        518,346 

    Net unrealized gains (losses) on securities          102,179       (113,402)
    Treasury stock, at cost, 579,667 shares in 1995 
       and 765,845 shares in 1994                        (24,027)       (31,709)
    Total shareholders' equity                         1,144,908        858,596 

    Total liabilities and shareholders' equity       $14,345,972    $13,755,360 


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

   </TABLE>
   <PAGE>
   <TABLE>
   <CAPTION>
                                   Integra Financial Corporation and Subsidiaries
                                                        CONSOLIDATED STATEMENT OF INCOME<PAGE>



     Years Ended December 31                                        1995             1994              1993
     (Dollars in thousands except per share data)                       
     <S>                                                <C>                <C>              <C>
     Interest Income
     Loans, including fees                                    $  697,400         $609,520          $599,005
     Loans held for sale                                           6,471           10,364            13,763
     Securities:
        Taxable interest                                         321,220          306,633           334,967
        Tax-exempt interest                                        7,856            5,309             3,082
        Dividends                                                 25,865           25,273            25,358
     Trading securities                                            1,602            2,596               875
     Short-term investments                                       10,504            1,083               736
     Total interest income                                     1,070,918          960,778           977,786

     Interest Expense
     Deposits                                                    391,280          317,867           345,261
     Short-term borrowings                                        96,501           66,180            50,275
     Long-term debt                                               75,877           47,912            39,951
     Total interest expense                                      563,658          431,959           435,487

     Net interest income                                         507,260          528,819           542,299

     Provision for loan losses                                    16,000           30,000            50,000

     Net interest income after provision for loan     
       losses                                                    491,260          498,819           492,299

     Net securities gains                                         18,289           19,749            29,862

     Non-Interest Income
     Service charges on deposit accounts                          36,008           33,545            33,142
     Other service charges and fees                               29,569           30,828            25,391
     Trust income                                                 29,196           27,763            26,829
     Mortgage banking income                                      17,085           10,822             2,736
     Other                                                        19,381           15,344            17,796
     Total non-interest income                                   131,239          118,302           105,894

     Non-Interest Expense
     Salaries and Wages                                          147,142          136,679           131,327
     Employee benefits                                            50,751           41,110            35,950
     Net occupancy                                                32,695           32,219            37,024
     Furniture and equipment                                      32,431           28,933            25,950
     Facilities restructuring charge                               6,218              -0-            13,984
     Outside data processing                                      32,228           26,950            27,262
     FDIC premium                                                 24,224           22,019            24,409
     Foreclosed asset expense                                      2,650            3,266             4,735
     Amortization of intangible assets                             9,069            5,948             7,268
     Other                                                       124,816           98,112            99,655
     Total non-interest expense                                  462,224          395,236           407,564

     Income before income taxes and cumulative        
       effect of accounting changes                              178,564          241,634           220,491
     Income tax expense                                           50,174           72,601            67,671
     Income before cumulative effect of accounting    
       changes                                                   128,390          169,033           152,820
     Cumulative effect of accounting changes, net                    -0-              -0-            60,000
     Net Income                                               $  128,390         $169,033          $212,820<PAGE>


     Net Income Per Common Share
     Before cumulative effect of accounting changes                $3.88            $5.01             $4.50
     Cumulative effect of accounting changes, net                    -0-              -0-              1.78
     Net income per common share                                   $3.88            $5.01             $6.28

     Average common shares outstanding                        33,122,831       33,734,600        33,815,497
                                                                                                                                   
    The accompanying notes are an integral part of these consolidated financial statements.
    </TABLE>
    <PAGE>
    <TABLE>
    <CAPTION>
                                                 Integra Financial Corporation and Subsidiaries
                                           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


     Years ended December 31, 1995, 1994 and 1993
     (Dollars in thousands except per share data)


                                                                                         Net
                                     Series                                           Unrealized                     Total
                                   Preferred     Common      Capital     Retained       Gains       Treasury     Shareholders'
                                     Stock       Stock       Surplus     Earnings      (Losses)       Stock         Equity
      <S>                          <C>          <C>        <C>          <C>          <C>           <C>          <C>
      Balance, December 31, 1992      $1,159    $33,063     $468,391     $245,205                   $ (2,492)      $  745,326 
      Net income for 1993                                                 212,820                                     212,820 
      Common stock dividends,
        $1.37 per share                                                   (45,882)                                    (45,882)

      Preferred stock dividends                                            (5,861)                                     (5,861)
      Shares issued through
        stock plans, 215,593
        total shares, 112,061
        shares from treasury                        104        4,325                                   2,693            7,122 
      Treasury stock purchased,
        at cost, 143,241 shares                                                                       (6,458)          (6,458)
      Conversion into common
        stock and repurchase of
        series preferred stock          (360)       429         (240)         (25)                                       (196)
      Redemption of series
        preferred stock                 (799)                (19,205)                                                 (20,004)
      Net unrealized gains on
        securities                                                                     $145,379                       145,379 

      Balance, December 31, 1993         -0-     33,596      453,271      406,257       145,379       (6,257)       1,032,246 
      Net income for 1994                                                 169,033                                     169,033 
      Common stock dividends,
        $1.70 per share                                                   (56,865)                                    (56,865)
      Shares issued through
        stock plans, 154,734
        total shares, all from                                  (844)                                  6,886            6,042 
        treasury
      Treasury stock purchased,
        at cost, 807,966 shares                                                                      (33,532)         (33,532)

      Treasury stock sold to
        profit sharing plan,
        26,400 shares                                             10                                   1,180            1,190 <PAGE>


      Change in net unrealized
        gains (losses) on                                                              (258,781)                     (258,781)
        securities
      Other transactions                             (4)        (668)         (79)                        14             (737)


      Balance, December 31, 1994         -0-     33,592      451,769      518,346      (113,402)     (31,709)         858,596 
      Net income for 1995                                                 128,390                                     128,390 
      Common stock dividends,
        $1.95 per share                                                   (64,006)                                    (64,006)
      Shares issued through
        stock plans, 334,489
        total shares, all shares
        from treasury                                            (89)      (1,246)                    13,799           12,464 
      Treasury stock purchased,
        at cost, 148,311 shares                                                                       (6,117)          (6,117)
      Change in net unrealized
        gains (losses) on                                                                                                     
        securities                                                                      215,581                       215,581 
                                                                                                             
      Balance, December 31, 1995      $   -0-    $33,592     $451,680     $581,484    $ 102,179     $(24,027)      $1,144,908 


    The accompanying notes are an integral part of these consolidated financial statements.
    </TABLE>
    <PAGE>
    <TABLE>
    <CAPTION>
                                                 Integra Financial Corporation and Subsidiaries
                                                      CONSOLIDATED STATEMENT OF CASH FLOWS



      Years Ended December 31                                                           1995             1994              1993 
      (Dollars in thousands)
      CASH FLOWS FROM OPERATING ACTIVITIES
      <S>                                                                      <C>              <C>              <C>

      Net income                                                                  $  128,390       $  169,033        $  212,820 
      Adjustments to reconcile net income to net cash provided by           
        operating activities:
            Cumulative effect of accounting changes, net                                 -0-              -0-           (60,000)
            Provision for loan losses                                                 16,000           30,000            50,000 
            Deferred tax expense                                                       1,115            7,543            20,775 
            Depreciation and amortization                                             41,734           34,484            32,994 
            Net securities gains                                                     (18,289)         (19,749)          (29,862)
            (Increase) decrease in loans held for sale                               (79,358)         159,318           (64,715)
            Writedown of foreclosed assets                                             1,899            3,086             5,311 
            (Increase) decrease in interest and other accounts              
              receivable                                                             (16,783)           1,531            (8,392)
            Increase (decrease) in interest and other accounts payable                37,495           (5,175)          (27,800)
            Restructuring expenses, non-recurring charges
               and merger expenses accrued                                            21,760              -0-               -0- 
            Facilities restructuring charge                                            6,218              -0-            13,984 
            Write-off of excess servicing receivables                                  3,393              -0-               -0- 
            Other, net                                                                 4,991            3,874             6,037 
      Net cash provided by operating activities                                      148,565          383,945           151,152 

      CASH FLOWS FROM INVESTING ACTIVITIES<PAGE>


      Payments for purchases of:
         Securities available for sale                                            (1,386,026)      (2,180,606)       (4,343,965)
         Securities held to maturity                                              (1,191,690)        (434,717)              -0- 
      Proceeds from repayment and maturities of:
         Securities available for sale                                               333,449          378,221         1,013,095 
         Securities held to maturity                                                 727,317          164,365               -0- 
      Proceeds from sales of securities available for sale                         1,904,222        2,567,438         2,664,398 
      Purchases of short-term investments                                           (638,254)        (385,983)         (689,190)
      Maturities of short-term investments                                           590,490          383,742           693,423 
      Net increase in loans, net of reserve                                         (420,238)        (559,008)          (99,587)
      Proceeds from collection and sale of foreclosed assets                          29,605           39,833            43,505 
      Purchases of premises and equipment                                            (31,194)         (37,069)          (61,717)
      Payment for purchase of company, net of cash acquired                          (46,654)             -0-               -0- 

      Increase in other assets                                                       (15,459)         (18,492)          (11,257)
      Net cash used by investing activities                                         (144,432)         (82,276)         (791,295)

      CASH FLOWS FROM FINANCING ACTIVITIES
      Net increase (decrease) in demand and savings deposits                          22,823         (286,912)           47,331 
      Net increase (decrease) in time deposits                                       114,586          288,852          (486,002)
      Net payments on sales of deposits                                                  -0-              -0-           (85,814)
      Increase (decrease) in short-term borrowings                                  (371,074)        (537,736)        1,082,188 
      Proceeds from long-term debt                                                   903,608          493,466           250,720 
      Payments on long-term debt                                                    (691,851)        (187,061)         (182,112)
      Increase in other liabilities                                                    5,519            6,235             8,211 

      Common and preferred stock dividends paid                                      (64,006)         (56,865)          (51,743)
      Redemption of preferred stock                                                      -0-              -0-           (20,004)
      Issuance of common stock                                                        12,464            7,232             6,926 
      Treasury stock purchased                                                        (6,117)         (33,532)           (6,458)
      Net cash provided (used) by financing activities                               (74,048)        (306,321)          563,243 


      Decrease in cash and cash equivalents                                          (69,915)          (4,652)          (76,900)
      Cash and cash equivalents, beginning of year                                   428,771          433,423           510,323 
      Cash and cash equivalents, end of year                                      $  358,856      $   428,771       $   433,423 

    </TABLE>
   <PAGE>

   Integra Financial Corporation and Subsidiaries
   Consolidated Statement of Cash Flows (continued)
                                                                              
                  
         Noncash investing  activity consisted of $2.05  billion of securities
   transferred to available  for sale from the  held to maturity portfolio  on
   December 1, 1995.  In 1994, $1.28 billion of securities were transferred to
   held to maturity from the available for  sale portfolio.  Noncash investing
   activity  also included  transfers of  loans  in liquidation  to foreclosed
   assets of $8.3 million,  $14.3 million and $17.4 million in 1995,  1994 and
   1993, respectively,  and in  1995,  $6.1 million  of foreclosed  assets  to
   loans.  Loans originated to  facilitate the sale of other real estate owned
   were not significant.  Former branch office facilities transferred to other
   real estate owned  were minimal in both  1995 and 1994 and $5.1  million in
   1993.   Cash  of $50.5  million was  paid for  net  assets acquired  in the
   Lincoln  Savings Bank  (Lincoln) acquisition.   The  fair values  of assets
   acquired and liabilities  assumed were  $377.5 million and $327.0  million,
   respectively.<PAGE>


         Other supplementary  information for  the consolidated  statement  of
   cash flows for 1995, 1994 and 1993 is set forth below:
   <TABLE>
   <CAPTION>
    (Dollars in millions)                      1995         1994          1993

    <S>                              <C>             <C>
    Cash received for interest               $1,060         $963          $977

    Cash paid for:
       Interest                                $514         $431          $447
       Taxes                                     49           59            53


   The accompanying notes are an integral part of these consolidated financial statements.
   </TABLE>

   <PAGE>
   Integra Financial Corporation and Subsidiaries
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

   1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of  Presentation.  The consolidated  financial statements include the
   accounts of Integra Financial Corporation  (Integra or the Corporation) and
   its  subsidiaries.  The  banking subsidiaries are Integra  Bank and Integra
   Trust Company, National Association (Integra Trust Company).  Effective May
   25,   1995,  Integra   Bank/North,  Integra  Bank/Pittsburgh   and  Integra
   Bank/South were merged  under a single state  charter to form Integra Bank.
   The  significant  non-banking  subsidiaries   include  Integra   Investment
   Company, Integra Mortgage Company, Altegra Credit Company, Advent Insurance
   Company,  Integra  Brokerage  Services  Company,  Integra  Business  Credit
   Company and  Integra Life Insurance Company.   All significant intercompany
   transactions have been  eliminated in consolidation.   Certain amounts have
   been reclassified for comparative purposes.  

         The preparation of  financial statements in conformity with generally
   accepted accounting  principles requires  management to  make estimates and
   assumptions that affect the reported amounts of assets and liabilities  and
   disclosure  of  contingent  assets and  liabilities  at  the  date  of  the
   financial statements and the reported amounts of income and expense  during
   the reporting period.  Actual results could differ from those estimates.

   Cash and Cash Equivalents.  Cash and cash equivalents include cash on hand,
   amounts due from banks and federal funds sold for a one day period. 

   Securities.    On December  31,  1993,  the  Corporation  adopted Financial
   Accounting  Standards Board  (FASB)  Statement 115  Accounting  for Certain
   Investments in  Debt and Equity Securities  and, accordingly, recorded  its
   securities available  for sale  at  estimated fair  value.   Statement  115
   addresses  the definition  of, accounting  for and  disclosure of  debt and
   equity securities.    In accordance  with  the  statement,  securities  are
   classified when purchased as either securities held to maturity, securities
   available for sale or trading securities.  

         In  November  1995, the  FASB  issued  a Special  Report  A  Guide to
   Implementation of Statement 115  on Accounting for  Certain Investments  in
   Debt and Equity Securities.  Concurrent  with the initial adoption  of this
   implementation guidance  but no  later  than December  31, 1995,  the  FASB
   permitted a  one-time opportunity  to reassess  the appropriateness  of the<PAGE>


   classifications of  all securities.   Accordingly,  Integra's  reassessment
   resulted  in  the reclassification,  effective  December  1,  1995,  of all
   securities held  to maturity with  an amortized  cost of  $2.05 billion  as
   securities available for sale.

         The Corporation classifies securities as held to maturity when it has
   both the  ability and positive  intent to hold the  securities to maturity.
   Securities held to maturity are stated at cost adjusted for amortization of
   premium and accretion of discount computed under the interest method.

         The Corporation  classifies securities as trading  when its intent is
   to  sell them in the near term to maximize profit through short-term market
   appreciation.  Trading securities are carried at estimated fair value  with
   unrealized  gains and losses  included in non-interest income.   Profits or
   losses  on trading  securities are  recorded in  non-interest income.   The
   Corporation had no securities classified as trading at December 31, 1995 or
   1994.  

         Securities  not  classified  as  held  to  maturity  or  trading  are
   designated as available for sale.   Such securities may be sold in response
   to changes  in market interest  rates, changes in  prepayment risk,  asset-
   liability  management  decisions,   income  tax  considerations   or  other
   circumstances  identified by management.  Securities available for sale are
   recorded  at estimated  fair  value,  with aggregate  unrealized  gains and
   losses reported net of tax as a separate component of shareholders' equity.
   The Corporation  has a policy  which prohibits the  transfer of  securities
   between  the trading portfolio and the securities available for sale or the
   securities held to maturity portfolios, and the duties and responsibilities
   associated with trading activity are segregated to ensure that the original
   intent of each transaction is maintained.

         On a periodic basis, management evaluates each security designated as
   held  to  maturity  or  available  for sale  where  amortized  cost exceeds
   estimated fair value.  If the decline in estimated  fair value is judged to
   be other  than temporary,  the cost  basis of  the  individual security  is
   written down  to estimated  net realizable  value with  the amount  of  the
   writedown included in net income.  Premiums are amortized and discounts are
   accreted  over contractual  lives  except for  mortgage-backed  securities,
   collateralized mortgage  obligations and asset-backed  securities for which
   expected lives,  adjusted quarterly for anticipated  prepayments, are used.
   Realized  gains  and losses  are  computed principally  under the  specific
   identification method.

   Loans.  Interest income is  recognized in a manner that results  in a level
   yield on principal amounts  outstanding.  At the time  a loan is placed  on
   nonaccrual  or charged  off, the  accrual of  interest is  discontinued and
   charged against the reserve for loan losses when, in management's judgment,
   it is determined  that the collectibility of interest, but  not necessarily
   principal,  is doubtful.  Prior to 1995, such accrued interest was reversed
   against interest income.   Interest receipts on nonaccrual loans  are fully
   applied to principal.  A nonaccrual loan is not returned to accruing status
   until  all amounts  due, both  principal and  interest, are  current  and a
   sustained  payment history has been  demonstrated.  Loan  origination fees,
   net of certain  direct origination costs, are deferred and  recognized over
   the contractual life of the related loan as a yield adjustment.

   Reserve  for  Loan  Losses.    The  reserve for  loan  losses  is  based on
   management's evaluation  of potential losses in  the loan portfolio,  which
   includes an assessment of economic conditions, changes in the nature of the
   loan portfolio, loan loss experience and other relevant factors.  Additions<PAGE>


   are made to  the reserve through periodic  provisions charged to net income
   and recovery  of principal  and interest  on loans  previously charged-off.
   Losses  of  principal are  charged  directly to  the  reserve  when a  loss
   actually occurs or when a determination is made that a loss is probable. 

         Effective January 1, 1995, Integra adopted FASB Statement 114        
   Accounting  by  Creditors  for Impairment  of  a  Loan  and  Statement  118
   Accounting by Creditors for Impairment  of a Loan -  Income Recognition and
   Disclosures.   Statement  114  addresses the  accounting by  creditors  for
   impairment of loans by specifying how reserves for credit losses related to
   certain loans  should be measured.   Statement 118 amends Statement  114 to
   permit a creditor  to use existing methods for recognizing  interest income
   on  impaired loans and eliminates certain  income recognition provisions of
   Statement  114.   Statement  114  amends FASB  Statement 5  Accounting  for
   Contingencies to clarify that a creditor should evaluate the collectibility
   of both contractual  interest and principal when assessing the need  for an
   overall reserve  for loan  losses.   The effect  on the Corporation  of the
   adoption of Statement 114  as of January 1, 1995 was a  reclassification of
   $6.1 million to loans  from foreclosed assets  relating to the category  of
   in-substance foreclosures.  The  Statement requires that impaired loans for
   which foreclosure is probable continue to be accounted for as loans.  Prior
   years  amounts have  not been  reclassified, which  does not  significantly
   affect  comparability.  To  the extent that the  Corporation had previously
   measured  loan impairment  in  accordance  with the  methods  prescribed by
   Statement  114, no  additional loss  provisions or  changes to  the overall
   reserve for  loan losses  were required by  adopting this  Statement.   The
   adoption  did affect,  however, the Corporation's mix  between specific and
   general  reserves for  loan losses.    No changes  were made  to previously
   reported net income.

         Under Statement 114, a loan is considered to be  impaired when, based
   upon  current information and  events, it is probable  that the Corporation
   will  be unable  to  collect all  amounts  due for  principal and  interest
   according to  the contractual terms  of the loan agreement.   Impairment is
   measured  based  on  the  present  value  of  expected  future  cash  flows
   discounted  at  a  loan's  effective  interest  rate,  or  as  a  practical
   expedient,  the observable  market  price  or, if  the loan  is  collateral
   dependent, the fair  value of the underlying collateral.  When  the measure
   of an impaired loan is less  than the recorded investment in the  loan, the
   impairment is recorded in a  specific valuation reserve through a charge to
   provision for loan losses.  This specific valuation reserve is periodically
   adjusted for significant changes in the amount or timing of expected future
   cash flows, observable market price or fair  value of the collateral.   The
   reserve for  impaired loan losses,  is part  of the total  reserve for loan
   losses.   Upon  disposition of  an impaired  loan,  any related  reserve is
   reversed  through a  charge-off to  the reserve  for impaired  loan losses.
   Cash payments received on impaired loans are recorded as a direct reduction
   of the recorded investment  in the loan.  When the recorded  investment has
   been  fully collected, receipts are recorded as recoveries to the loan loss
   reserve  until  the previously  charged-off  interest  is  fully recovered.
   Subsequent amounts collected are recognized as interest income.

   Mortgage Banking.   The Corporation classifies loans which are  intended to
   be sold within  a short period of time  as held for sale.  Such  loans held
   for sale  are carried at the  lower of aggregate  cost or  estimated market
   value.   The Corporation generally  retains the right to  service the loans
   which it sells.   Fees related  to the servicing  of loans  for others  are
   recorded as non-interest  income when received.  Realized gains  and losses
   on loan sales which are recognized at the time of sale and recorded in non-
   interest  income, are  determined by  the difference  between the  net sale<PAGE>


   proceeds and the carrying value  of loans sold adjusted by excess servicing
   receivables, capitalized mortgage servicing  rights and gains and losses on
   forward commitments and option contracts, if any.  

         Excess  servicing receivables represent the present value of the cash
   flows from future servicing fee income in excess of a normal servicing fee.
   Resultant excess servicing receivables are  deferred and reduced by monthly
   adjustment to service fee  income over  the estimated life  of the  related
   loans  serviced for  others using  the interest  method.   Excess servicing
   receivables,  which are included  in other assets, totalled  $.8 million at
   December  31,   1995  and  $5.9  million   at  December  31,  1994.     The
   recoverability  of  excess  servicing  receivables  is  evaluated at  least
   quarterly based on discounted cash flows adjusted for changes in prepayment
   assumptions, with adjustments to carrying values recorded as amortization.

         Integra adopted FASB  Statement 122 Accounting for Mortgage Servicing
   Rights during the  second quarter of 1995 effective  as of January 1, 1995.
   Statement  122  amends certain  provisions of  Statement 65  Accounting for
   Certain  Mortgage  Banking  Activities to  require  that rights  to service
   mortgage  loans  for  others  be  recognized  as  separate assets,  whether
   acquired through  purchase or  origination  of mortgage  loans.   Prior  to
   adoption, the  cost  of mortgage  servicing rights  acquired  through  loan
   origination activities  was not  capitalized.  Statement 122  requires that
   capitalized mortgage servicing rights  be evaluated for impairment based on
   their fair value.   Impairment is recognized through a  valuation allowance
   for  each loan  portfolio stratum for the  amount that  exceeds fair value.
   Strata  are  defined  based on  predominant  risk  characteristics  of  the
   underlying  loans  such  as  loan  type  and, within  type,  by  loan  rate
   intervals.    Capitalized   mortgage  servicing  rights  are  deferred  and
   amortized in proportion to and over the period of estimated net service fee
   income.

         The effect  on the Corporation from the adoption of Statement 122 for
   1995  was  an   increase  in  pre-tax  income   of  $3.9  million  for  the
   capitalization  of the cost of  mortgage servicing rights  acquired through
   loan origination  activities after December  31, 1994, and  a reduction  in
   pre-tax income of $.8 million for the establishment of impairment reserves.
   No changes were made to previously reported net income.

   Premises  and  Equipment.    Premises  and  equipment, including  leasehold
   improvements,  are  stated   at  cost  less  accumulated  depreciation  and
   amortization.    Depreciation  charges  are  computed  principally  on  the
   straight-line method over  the estimated  useful lives  of the  properties.
   Leasehold improvements are  amortized over the lease term or  the estimated
   useful  life,  whichever is  shorter.   Integra periodically  evaluates the
   carrying value  of  premises  and  equipment  for possible  impairment  and
   writedowns are  recorded when deemed appropriate.   Maintenance and repairs
   are charged to expense as incurred.  Expenditures for renovations and major
   improvements are  capitalized and  depreciated over  their estimated useful
   lives.

   Foreclosed Assets.   Foreclosed  assets  consist  of property  acquired  in
   settlement  of  real estate  loan  indebtedness and  former  branch  office
   facilities.  Prior to  adoption of Statement 114 on January 1,  1995, loans
   identified as  in-substance foreclosures  were also  included in foreclosed
   assets.  Such assets are carried  at the lower of cost or estimated  market
   value less costs to sell.  Net  costs to maintain the assets, writedowns to
   estimated market value during the holding period, and subsequent gains  and
   losses attributable to disposal are included in non-interest expense.  <PAGE>


   Goodwill and Core Deposit Acquisition Premiums.  Goodwill and core  deposit
   acquisition  premiums are  intangible  assets classified  in  other assets.
   Goodwill ($37.3 million at December 31,  1995 and $9.0 million  at December
   31,  1994) is  amortized using  the straight-line  method over  periods not
   exceeding twenty years.  Goodwill amortization approximated $4.3 million in
   1995  and $1.2 million in 1994 and 1993.  Core deposit acquisition premiums
   ($12.7 million at December 31, 1995 and $14.8 million at December 31, 1994)
   were  developed by  specific core  deposit life  studies and  are amortized
   generally  using accelerated  methods over  periods ranging  primarily from
   seven to  fifteen years.    The amortization  of core  deposit  acquisition
   premiums was $4.7 million in 1995, $4.8 million in 1994 and $6.1 million in
   1993.   Integra  periodically assesses  the carrying  values  of intangible
   assets for recoverability.   Goodwill is evaluated for impairment  based on
   projections  of  undiscounted future  operating  income  of  the businesses
   acquired  over  the  expected  remaining  benefit  periods.   In  addition,
   adjustments  are recorded  when  the benefit  of the  related asset  to the
   Corporation decreases due to disposition of branches or deposits.  

   Derivative Financial  Instruments.  Integra  is an end  user of  derivative
   financial instruments,  including interest rate swaps,  interest rate caps,
   option contracts, forward  commitments and other financial instruments with
   similar characteristics.   Integra uses derivative financial instruments in
   connection with its interest rate risk management activities to hedge/alter
   groups of assets or  liabilities and, accordingly, accounts for derivatives
   on the accrual basis.

         Interest  rate swaps  are  entered into  specifically  to hedge/alter
   groups  of  assets  or  liabilities  as designated  by  management.   These
   agreements  generally  involve the  exchange  of  fixed  and  floating rate
   interest  payment obligations over  the lives of the  agreements without an
   exchange of the underlying notional amount.  Payments receivable or payable
   under the terms  of the contracts are accrued over the  period to which the
   payment relates  and presented net in  the balance sheet.   Interest income
   and interest expense  on swaps are  recorded in  the same  category as  the
   related  hedged/altered balance  sheet  item.   Gains  or losses  on  early
   termination  of swaps,  which have  been immaterial,  were recorded  in net
   income at the time of termination.   Unrealized gains or losses related  to
   changes  in  the  estimated  fair  value  of swaps  are  recognized  in the
   financial statements only on  swaps associated with  securities carried  at
   fair value in accordance with FASB Statement 115.

         Integra purchases  interest rate caps to  reduce the potential impact
   of increases in market interest rates on variable rate positions.  Premiums
   paid, which are  included in other assets, are  amortized over the terms of
   the  caps  as a  yield  adjustment and  payments to  be received  under the
   agreements are  recognized in  the  same interest  category as  the  hedged
   balance  sheet  item.   Integra  utilizes  forward  commitments  and option
   contracts for the purpose of hedging sales of loans in conjunction with its
   mortgage  banking  activities.    Gains  and  losses  on  these  derivative
   financial instruments are  deferred and are recognized in income as part of
   the net  gain or loss  on the sale of  the underlying hedged loans  or as a
   component of the adjustment to the carrying  value of loans held for  sale.
   Premiums  received on written covered  call option contracts  in connection
   with management  of the Corporation's securities portfolio  are recorded in
   non-interest income if  the option is not called or  as part of the gain or
   loss on the sale of the security if the option is called.  

   Trust.  Assets held in a fiduciary or agency capacity for customers  by the
   Corporation's  bank subsidiary engaged in trust operations are not included
   as assets on the  Corporation's balance sheet.  Commissions and fees  for a<PAGE>


   portion  of trust  services are  recorded on  the cash  basis.   The annual
   results of operations  would not be significantly different if  such income
   was accrued.  Certain assets of trust customers are held  on deposit in the
   subsidiary bank.

   Income Taxes.  The Corporation accounts for income taxes in accordance with
   FASB Statement  109 Accounting  for Income  Taxes  which was  prospectively
   adopted  effective January  1,  1993.   Under  Statement 109,  current  tax
   liabilities or  assets are recognized,  through charges or  credits to  the
   current  tax provision, for  the estimated taxes payable  or refundable for
   the current year.   Net deferred tax liabilities or assets are  recognized,
   through charges or credits to the deferred tax provision, for the estimated
   future tax effects,  based on enacted tax rates, attributable  to temporary
   differences and  tax benefit  carryforwards.  Deferred tax  liabilities are
   recognized for temporary differences that will result in amounts taxable in
   the future and deferred tax assets are recognized for temporary differences
   and tax  benefit carryforwards that  will result in  amounts deductible  or
   creditable in the  future.  Investment tax  credits were recorded using the
   deferral  method and are  amortized over  the useful  lives of  the related
   assets.

   Treasury Stock.  Treasury stock is recorded  at cost when purchased and  at
   average cost if subsequently reissued.

   Net Income Per  Common Share.  Net income per common share is calculated by
   dividing net income less the preferred stock dividends (applicable to 1993)
   by the  weighted average number  of common shares  outstanding during  each
   period including the  number of shares exercisable for stock  options using
   the treasury stock method.


   2.  MERGERS AND ACQUISITIONS

   Proposed Merger.   On August 27, 1995, National City  Corporation (National
   City) and  Integra entered into  a definitive agreement  providing for  the
   merger of Integra into National City.  In  the merger, Integra shareholders
   will receive  two shares of National  City common stock  for each  share of
   Integra  common  stock they  own  in  a tax-free  exchange,  which will  be
   accounted for  as  a  pooling-of-interests.    Subject  to  regulatory  and
   shareholder approvals, the  transaction is expected to close in  the second
   quarter of 1996.   National City is a  registered bank holding company with
   headquarters in Cleveland, Ohio.  At December  31, 1995, National City  had
   total consolidated assets of $36.20 billion and total consolidated deposits
   of $25.20  billion.  National City conducts a general retail and commercial
   banking business through its bank subsidiaries and operates other financial
   services subsidiaries principally in Ohio, Kentucky and Indiana.

   Acquisitions.   On January  5, 1995, Integra acquired  Lincoln Savings Bank
   (Lincoln),  a  Pennsylvania  chartered  publicly-owned  savings  bank.   At
   December  31,  1994,  Lincoln  had  total deposits  of  $159.6  million and
   operated  seven branch offices  located in Integra's market  area.  Integra
   paid $58.00 cash for each outstanding share (other than  shares held by the
   Corporation) of  Lincoln common stock for  a total purchase  price of $50.5
   million.   The  transaction was accounted  for as a purchase.   Goodwill of
   $32.9  million and core  deposit acquisition premiums of  $2.5 million were
   recorded and are amortized on a straight-line method over fifteen years and
   an accelerated method  over ten years, respectively.  Upon  consummation of
   the  transaction,   Lincoln  was  merged  into   Integra's  retail  banking
   subsidiary and five branch offices were closed and consolidated with nearby<PAGE>


   branch locations.   The consolidated  statements reflect the operations  of
   Lincoln from the date of acquisition.

         On  January 15,  1993, Equimark,  a bank  holding company  with total
   assets of  $2.57 billion  at December  31, 1992, was  merged into  Integra.
   Equimark's principal  subsidiary was Equibank, a  state-chartered bank that
   conducted general retail and commercial  banking business through 53 branch
   offices in western Pennsylvania.   In  the merger, each  share of  Equimark
   common  stock outstanding was  converted into .20 shares  of Integra common
   stock.   A  total of  7,730,779 Integra  common shares  were issued  in the
   merger.  Each  share of preferred stock of  Equimark was converted into one
   share of  preferred stock  of Integra  having the  same rights,  powers and
   preferences.  A total of 1,159,311  Integra preferred shares were issued in
   the merger.  The preferred shares  were subsequently redeemed.   The merger
   was accounted for using the pooling-of-interests method in which historical
   financial statements of Integra were  restated retroactively to reflect the
   consolidated operations of Integra and Equimark.  Upon consummation of  the
   transaction, Equibank  became a wholly-owned subsidiary  of the Corporation
   and  operated   as  a  separate   bank  until  its   merger  with   Integra
   Bank/Pittsburgh  on  April  23,  1993.   In  conjunction  with  the merger,
   eighteen  branch offices were  closed and  consolidated with  nearby branch
   locations and four branch offices were sold.  

   3.  SECURITIES HELD TO MATURITY

         The  Corporation had no  securities held to maturity  at December 31,
   1995.  In connection  with a Special Report issued by the  FASB in November
   1995, Integra reclassified, effective December 1, 1995, all securities held
   to maturity with an amortized cost of $2.05 billion as securities available
   for sale.  The unrealized gain on these securities was $21.4 million on the
   date of transfer, which was recorded net of tax  in shareholders' equity in
   accordance  with FASB  Statement 115.   There were  no sales  of securities
   classified as  held to maturity  during 1995 and  1994.  The  fair value of
   securities held to maturity at December 31, 1994 was based on quoted market
   prices or bid quotations received from securities dealers.   

         The amortized cost, gross unrealized gains and losses and fair  value
   of securities held to maturity at December 31, 1994 are as follows:
   <TABLE>
    <CAPTION>
                                                                    Gross        Gross
                                                    Amortized    Unrealized   Unrealized       Fair 
     (Dollars in thousands)                            Cost         Gains       Losses         Value

     <S>                                            <C>          <C>          <C>           <C>
     U.S. Treasury securities                       $  125,233           -0-    $ (3,478)    $  121,755
     U.S. Government agency securities                 424,648           -0-     (25,454)       399,194
     Mortgage-backed securities                        242,138           -0-      (9,745)       232,393
     Collateralized mortgage obligations               383,514           -0-     (21,120)       362,394
     Corporate debt securities                          17,188           -0-        (292)        16,896
     Asset-backed securities                           258,083          $  7      (8,176)       249,914
     State and political subdivision securities         95,491           228      (4,124)        91,595
                                                    $1,546,295          $235    $(72,389)    $1,474,141
    </TABLE>


    4.  SECURITIES AVAILABLE FOR SALE

            Securities available for sale at fair value, which is their<PAGE>


            carrying value, gross unrealized gains and losses and amortized
            cost at December 31, 1995 and 1994 are as follows:
    <TABLE>
    <CAPTION>

                                                  1995                                                  1994                        
                                          Gross        Gross                                     Gross        Gross
       (Dollars in        Amortized    Unrealized    Unrealized      Fair        Amortized    Unrealized    Unrealized      Fair
       thousands)           Cost          Gains        Losses        Value          Cost         Gains        Losses        Value
       <S>               <C>           <C>          <C>           <C>           <C>           <C>          <C>           <C>
       U.S. Treasury
         securities       $  465,295      $  9,426     $(1,739)     $  472,982   $  618,792       $   333   $ (42,378)    $  576,747
       U.S. Government
         agency              605,656         6,632      (1,866)        610,422      167,187           209      (3,007)       164,389
         securities
       Mortgage-backed
         securities        2,072,054        14,239     (13,097)      2,073,196    2,022,831            75    (173,988)     1,848,918
       Collateralized
         mortgage
         obligations         731,294        11,195      (1,743)        740,746      289,786           -0-     (11,586)       278,200
       Corporate debt
         securities          235,895         3,199        (985)        238,109      240,822           189     (15,918)       225,093
       Marketable
         equity              372,883       124,570      (7,433)        490,020      270,025        94,793     (17,357)       347,461
         securities

       Asset-backed
         securities          544,934        11,529        (313)        556,150      145,706           641          -0-       146,347
       Federal Home
         Loan Bank and
         Federal
         Reserve Bank         76,390           -0-         -0-          76,390      106,571           -0-          -0-       106,571
         stock
       State and
         political
         subdivision         133,735         4,247        (663)        137,319        1,335             5         (69)         1,271
         securities
       Residual                  -0-           -0-         -0-             -0-        1,013           -0-        (506)           507
         securities
                          $5,238,136      $185,037    $(27,839)     $5,395,334   $3,864,068       $96,245   $(264,809)    $3,695,504
     </TABLE>




         The  fair value of securities  available for sale was based on quoted
   market  prices  or bid  quotations received  from  securities dealers.   At
   December 31,  1995, gross unrealized losses included $.8 million related to
   the  fair  value of  interest rate  swaps  with notional  amounts totalling
   $179.2 million that hedged/altered certain mortgage-related securities.  At
   December 31, 1994,  gross unrealized losses included $47.7  million related
   to the  fair value of  interest rate swaps with notional  amounts of $481.1
   million.  Such swaps had the effect of decreasing the 1995 yield earned  on
   securities by six basis points and increasing the 1994 yield by three basis
   points.  See Note 16 Derivative Financial Instruments.

         The  fair value and yields,  calculated using the average fair value,
   of  securities  available  for sale  at  December  31, 1995  by contractual
   maturity are as follows:<PAGE>


    <TABLE>
    <CAPTION>
                                                     Under 1       1 to 5       5 to 10       After           Fair
     (Dollars in thousands)                            Year        Years         Years      10 Years         Value

     <S>                                           <C>           <C>          <C>          <C>           <C>
     U.S. Treasury and government agency 
        securities                                                $503,509     $483,504       $96,391       $1,083,404 
          Yield                                                       5.33%        5.71%         4.83%            5.46%

     Corporate debt securities                         $2,000      160,141       75,968           -0-          238,109 
          Yield                                          6.74%        5.64%        6.19%            -             5.83%

     States and political subdivision 
        securities                                        668       19,923       60,108        56,620          137,319 
           Yield                                         5.90%        6.67%        6.88%         7.52%            7.11%
     Fair value                                        $2,668     $683,573     $619,580      $153,011       $1,458,832 


     Amortized cost                                    $2,665     $676,402     $610,742      $150,772 

     Mortgage-backed securities                                                                              2,073,196 
          Yield                                                                                                   6.29%

     Collateralized mortgage obligations                                                                       740,746 
          Yield                                                                                                   6.58%
     Asset-backed securities                                                                                   556,150 
          Yield                                                                                                   6.42%

     Marketable equity securities                                                                              490,020 
          Yield                                                                                                   6.34%
     Federal Home Loan Bank and Federal                                                                         76,390 
       Reserve Bank                                                                                               5.89%
           Yield                                                                                            $5,395,334 
</TABLE>

         Expected maturities  will differ from contractual  maturities because
   issuers may have the right to call securities.  Mortgage-backed securities,
   collateralized mortgage obligations and asset-backed securities are subject
   to  monthly amortization  and  prepayment variability  not  determinable in
   advance, which typically shortens the final contractual maturity.  

         Proceeds from sales  of debt securities and gross realized  gains and
   losses for 1995, 1994 and 1993 are as follows:
   <TABLE>
   <CAPTION>

    (Dollars in millions)               1995             1994              1993

    <S>                    <C>                <C>              <C>
    Proceeds from sales               $1,722           $2,274            $2,525
    Gross realized gains                   6               20                29
    Gross realized losses                 10                8                 2


   </TABLE>

   PAGE
<PAGE>


         Proceeds  from  sales  of  marketable  equity  securities  and  gross
   realized gains and losses for 1995, 1994 and 1993 are as follows:
   <TABLE>
   <CAPTION>
    (Dollars in millions)                1995             1994              1993

    <S>                    <C>                 <C>              <C>
    Proceeds from sales                  $182             $293              $139
    Gross realized gains                   23               10                 5
    Gross realized losses                   1                2                 2
   </TABLE>

         Securities  with a fair value  of $2.15 billion at  December 31, 1995
   were  pledged as  collateral  for public  deposits,  short-term borrowings,
   long-term debt and  other purposes.  A minimum  amount of Federal Home Loan
   Bank of Pittsburgh (FHLB) stock  is required to be held based on  the level
   of assets, residential real estate loans and outstanding FHLB borrowings.

   5.  LOANS

   Total loans at December 31, 1995 and 1994 are summarized as follows:
   <TABLE>
   <CAPTION>


    (Dollars in thousands)                       1995                 1994 

    <S>                             <C>                 <C>
    Commercial                             $1,175,986           $1,452,438 
    Real estate:
       Construction                           183,251              153,431 
       Commercial                             919,897              721,470 
       Residential                          2,260,478            1,985,344 
    Consumer                                3,563,882            3,295,188 
    Lease finance                              90,484               86,295 
                                            8,193,978            7,694,166 
    Unearned income                           (97,823)             (96,110)
    Total, net of unearned income          $8,096,155           $7,598,056 
   </TABLE>

         Integra's commercial  lending activity  is principally  to small- and
   medium-sized  businesses  within   the  Corporation's  market  area.    The
   geographical coverage of Integra's lending activities extends across all of
   western Pennsylvania  and closely neighboring areas  and includes borrowers
   from  various types of businesses and industries.  As of December 31, 1995,
   over 90% of  the Corporation's commercial loans  and 84% of commercial real
   estate loans  including construction  loans were  to businesses  and/or  on
   properties  located  in  Pennsylvania.   The  top  three concentrations  of
   commercial loans by industry at the end of 1995  were:  Finance, Insurance,
   and Real Estate  - 25%, Service Industries -  20%, and Manufacturing - 17%.
   A majority of the Corporation's consumer and residential real estate  loans
   are to borrowers located in Pennsylvania.   Repayment of Integra's loans is
   largely   dependent   upon  the   economic   conditions   of  Pennsylvania.
   Significant loans to any single borrower are generally avoided in  order to
   minimize  the Corporation's  credit risk.   The  Corporation had  no highly
   leveraged transaction loans at December 31, 1995.  

         Interest rate  swaps  with  notional  amounts  of $200.0  million  at
   December  31, 1994  hedged/altered  certain variable  rate  consumer loans,<PAGE>


   which had the  effect of increasing  the 1994  yield on  consumer loans  by
   seven basis  points with minimal  impact on the  total loan yield.   In the
   second  quarter  of  1995,  these  swaps were  terminated  resulting  in an
   immaterial loss  which was  expensed.   See  Note 16  Derivative  Financial
   Instruments.
   <PAGE>
         A summary of  loan activity with related parties (corporate  and bank
   executives, directors and their affiliates) for 1995 is as follows (dollars
   in thousands):
   <TABLE>
   <CAPTION>
         Loans at          New         Loan                        Loans at
    December 31, 1994     Loans      Payments     Other (1)   December 31, 1995

    <C>                 <C>         <C>          <C>          <C>
         $153,783        $72,469     $(84,906)    $(17,475)        $123,871

   (1)   Represents the  net change  in loan  balances resulting  from changes  in related  parties
         during the year.
   </TABLE>

   6.  RESERVE FOR LOAN LOSSES

         The activity in  the reserve for loan losses  for 1995, 1994 and 1993
   is summarized as follows:
   <TABLE>
   <CAPTION>

    (Dollars in
    thousands)                         1995                   1994       1993

                                                  Total
                                   Reserve for   Reserve
                         General    Impaired     for Loan   General     General
                         Reserve   Loan Losses    Losses    Reserve     Reserve
    <S>                 <C>       <C>           <C>        <C>         <C>

    Balance at         
    beginning         
    of year            $237,433                 $237,433    $241,901   $238,831 
    Transfer upon      
    adoption of       
    FASB              
    Statement         
    114                  (3,057)       $3,057        -0-         -0-        -0- 
    Provision for      
    loan losses           8,407         7,593     16,000      30,000     50,000 
    Loan charge-offs    (49,884)       (7,070)   (56,954)    (60,015)   (68,942)
    Loan recoveries      16,238           -0-     16,238      25,547     22,012 
     Net loan          
    charge-offs         (33,646)       (7,070)   (40,716)    (34,468)   (46,930)
    Reserve of         
    acquired          
    company               2,450           -0-      2,450         -0-       -0-  
    Balance at end                                                              
    of year            $211,587        $3,580   $215,167    $237,433   $241,901 

   /TABLE
<PAGE>


   <PAGE>
         Effective January 1, 1995, Integra adopted FASB Statements           
   114  and  118.   See Note  1  Summary of  Significant  Accounting Policies.
   Generally,  management considers  all  major nonaccrual  loans  and certain
   renegotiated debt for impairment.  The minimum period without payment  that
   typically can occur  before a loan is  considered for impairment is  ninety
   days.  Statement  114 does not  apply to  large groups  of smaller  balance
   homogeneous loans  that are  collectively evaluated  for impairment.    The
   Corporation collectively  reviews for  impairment residential real  estate,
   consumer, lease finance,  and commercial  real estate and commercial  loans
   under  $.5 million.    Integra's  recorded investment  in loans  for  which
   impairment has been recognized in accordance with Statement 114 at December
   31, 1995 is as follows:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)              Impaired Loans

    <S>                                <C>
    Nonaccrual loans                          $16,063 
    Renegotiated debt                             -0- 
    Total impaired loans                       16,063 
    Reserve for impaired loan losses           (3,580)
    Net impaired loans                        $12,483 

   </TABLE>

         Undisbursed funds on impaired loans primarily under secured          
   letters  of credit totalled $2.7 million at December 31, 1995.  The reserve
   for  impaired loan  losses of  $3.6 million related  to impaired  loans and
   undisbursed funds  totalling $7.3 million, and  the remaining $11.5 million
   of  impaired loans  had no  reserve.   The  average recorded  investment in
   impaired loans was $17.9 million for  1995.  Impaired loans totalling $14.6
   million were measured using the fair value of the underlying collateral and
   a loan totalling $1.5 million was measured for impairment using the present
   value of expected future cash flows.

   7.  PREMISES AND EQUIPMENT

         Premises and equipment at December 31, 1995 and 1994 is summarized as
   follows:
   <TABLE>
   <CAPTION>

    (Dollars in thousands)                               1995              1994 

    <S>                                         <S>             <S>
    Buildings                                        $142,643          $141,495 
    Furniture and equipment                           194,966           179,049 
    Leasehold improvements                             35,153            31,982 
                                                      372,762           352,526 
    Accumulated depreciation and amortization        (222,262)         (201,422)
    Land                                               18,527            18,405 

                                                     $169,027          $169,509 
   </TABLE>

         Equipment with a net book value of $18.4 million and $9.5            
   million at December  31, 1995 and 1994,  respectively, was leased to others
   in  conjunction  with   activities  of  a  commercial  leasing  subsidiary.<PAGE>


   Depreciation and amortization expense  on premises and equipment was  $27.6
   million in 1995,  $25.1 million in 1994 and $22.5  million in 1993.  During
   1995, a facilities restructuring charge totalling $6.2 million was recorded
   for the cancellation of several lease commitments for excess space  and for
   the writedown of the carrying value of several buildings not intended to be
   utilized resulting  from bank realignment.   Integra  recorded a facilities
   restructuring charge of $14.0 million in 1993 to reflect a writedown of the
   carrying value  of its Pittsburgh  headquarters complex.   At December  31,
   1995,  the  Corporation  had  various  operating  lease  commitments  which
   aggregate $87.4 million through 2024.  Minimum annual rental payments under
   operating lease  commitments for each of  the years 1996 through  2000 were
   approximately $9.8 million, $8.7  million, $7.6 million,  $7.1 million  and
   $6.4 million, respectively, as of December 31, 1995.

   8.  CAPITALIZED MORTGAGE SERVICING RIGHTS

        The activity  in  the  Corporation's  capitalized  mortgage  servicing
   rights,  which  are included  in  other  assets, during  1995  and  1994 is
   summarized as follows:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)                            1995           1994 

    <S>                                        <C>           <C>
    Balance at beginning of year                   $24,062        $11,702 
    Additions                                       15,039         17,211 
    Amortization                                    (5,062)        (3,462)
    Sales                                           (4,156)        (1,389)
                                                    29,883         24,062 
    Impairment reserves                               (800)           -0- 
    Balance at end of year                         $29,083        $24,062 
   </TABLE>

        The estimated  fair value of Integra's  capitalized mortgage servicing
   rights at December 31, 1995 was $37.0  million, based on the present  value
   of  expected future cash flows  using a discount rate commensurate with the
   risks involved.
        
        Impairment  reserves  totalling  $.3  million  were  established  upon
   adoption of Statement 122 in the second quarter and additional reserves  of
   $.5  million were  recorded in  the third  quarter of  1995  with no  other
   activity  occurring in the  aggregate reserves.  Loans  serviced for others
   were $3.78  billion  and $3.70  billion  at  December 31,  1995  and  1994,
   respectively.

   9.  SHORT-TERM BORROWINGS

        Short-term borrowings at December 31, 1995 and 1994 are summarized  as
   follows:
   <TABLE>
   <CAPTION>

    (Dollars in thousands)                                  1995            1994

    S>                                              <C>          <C
<PAGE>


    Securities sold under agreements to repurchase    $  801,446      $1,164,076
    Federal Home Loan Bank advances                      246,800         212,000
    Federal funds purchased                              174,900          33,100
    Demand notes of the U.S. Treasury                     37,059          70,579
    Commercial paper                                      34,319          36,434
    Short sale borrowings                                  9,761          66,567

                                                      $1,304,285      $1,582,756
   </TABLE>

   <PAGE>
        Information regarding average rates and balances of certain short-term
   borrowings,  which are due in one year  or less, at and for the years ended
   December 31, 1995 and 1994 follows:
   <TABLE>
   <CAPTION>
                                          1995                    1994         

                                               Weighted                Weighted
    (Dollars in thousands)                      Average                 Average
                                    Balance      Rate       Balance      Rate

    <S>                           <C>          <C>        <C>          <C>
    Securities sold under        
    agreements to repurchase
       Balance at period end       $  801,446      5.41%   $1,164,076      5.49%
       Average during year          1,058,724      6.00     1,134,341      4.02 
       Maximum month-end            1,315,259               1,695,085
       balance

    Federal Home Loan Bank       
    advances
       Balance at period end         $246,800      5.80%     $212,000      4.31%
       Average during year            257,243      5.88       378,281      3.77 
       Maximum month-end              346,800                 502,000
       balance

    Federal funds purchased
       Balance at period end         $174,900      5.74%      $33,100      6.00%
       Average during year            187,524      6.09        39,863      4.50 
       Maximum month-end              310,440                  64,003
       balance

   </TABLE>

         At December 31, 1995, securities sold  under agreements to repurchase
   were  comprised of U.S.  Treasury and government agency  securities and the
   majority mature within one month.  FHLB advances mature within eight months
   from the  end of  1995 and were  fully collateralized as  specified by  the
   FHLB.  Qualifying collateral includes  U.S. Treasury, government agency and
   mortgage-backed securities and residential real estate loans based upon the
   amount  of outstanding advances.  At December 31, 1995 and 1994, short sale
   borrowings  represented liabilities  for  sales of  securities  sold short.
   Interest rate caps with notional amounts of  $300.0 million at December 31,
   1995 and $1.00 billion at December 31,  1994 were purchased to  hedge/alter
   variable  rate short-term borrowings  and had the effect  of increasing the
   1995 and  1994 cost  of short-term  borrowings by  29 basis points  and six
   basis points, respectively.  See Note 16 Derivative Financial Instruments.<PAGE>


         The Corporation had available as of the end of 1995 a line of  credit
   with an unaffiliated commercial bank of $50.0 million which expires on July
   31,  1997.  The line was established to support the commercial paper issued
   by  the  Corporation.   A  commitment  fee is  paid  on  the average  daily
   unborrowed amount  at a rate per annum equal to .1875%.  Under the terms of
   the   credit  agreement,   the   Corporation  is   required,   among  other
   restrictions, to  maintain consolidated  tangible  net  worth of  at  least
   $750.0  million  and to  not exceed  certain  limitations  on nonperforming
   assets.  The line of  credit may be cancelled in the event  the Corporation
   defaults on  any covenant contained in the agreement, unless  waived by the
   issuer.  At December 31, 1995, there was no outstanding balance on the line
   of credit nor were any draws on the line made during 1995 or 1994. 
   <PAGE>
   10.  LONG-TERM DEBT

         Long-term debt at December 31, 1995 and 1994 is as follows:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)                 1995                   1994         

                                               Weighted                Weighted
                                                Average                 Average
                                    Balance      Rate       Balance      Rate
    <S>                           <C>          <C>        <C>          <C>

    FHLB advances 
      due in:         1995         $      -0-         -    $  674,620      5.74%
                      1996            462,490      5.64%       76,410      4.37 
                      1997              1,750      6.92         1,750      6.92 
                      1998             26,750      6.11         1,750      7.16 
                      1999              2,358      6.83         2,358      6.83 
                      2000              1,750      7.53         1,750      7.53 
                      After 2000       57,109      8.26        56,809      8.26 
                                      552,207      5.94       815,447      5.80 

    Securities sold 
      under agreements 
      to repurchase 
      due in:         1996             27,507      5.91        34,687      5.29 
                      1997            353,725      6.29           415      6.68 
                      1998             31,078      5.76           317      6.65 
                      1999                761      6.51           761      6.51 
                                      413,071      6.22        36,180      5.35 
    6.5% Subordinated notes due                         
      in 2000                          99,777                  99,725
    8.5% Subordinated            
     debentures due in 2002            99,849                  99,826
    6.55% Senior bank notes due
      in 2000                         100,000                     -0-
    Other                               3,216                   5,471
                                   $1,268,120              $1,056,649

   </TABLE>

        Long-term  debt  maturities  are  summarized  as  follows (dollars  in
   thousands):

        1996      1997      1998      1999       2000   Thereafter         Total
    $490,531  $356,017   $58,378    $3,678   $201,649     $157,867    $1,268,120


        Advances from the FHLB are collateralized by qualifying securities and
   loans.  These advances are subject  to restrictions or penalties related to
   prepayment  through 2014.   Interest  rate swaps  with notional  amounts of
   $100.0 million at December 31, 1995 and $150.0 million at December 31, 1994
   hedged/altered FHLB advances and had the effect of increasing the 1995 cost
   of long-term debt by seven basis points and decreasing the 1994 cost by one
   basis point.   See Note  16 Derivative Financial  Instruments.   Securities
   sold under  agreements to repurchase  were comprised of  U.S. Treasury  and
   government  agency securities.  Subordinated notes, subordinated debentures
   and  senior bank notes are not  collateralized, may not be  redeemed by the
   Corporation prior to their  stated maturity and are not subject to  sinking
   fund requirements.  The senior bank notes were issued under a $2.00 billion
   shelf registration.
   <PAGE>
   11.  PENSION AND PROFIT-SHARING PLANS

        Integra  maintains a defined benefit  pension plan for  its employees.
   The  Corporation's pension plan  provides benefits to most  of its salaried
   employees  and certain  hourly  employees  based on  years of  service  and
   average  earnings  for  the  five  highest  years  during  the  ten   years
   immediately preceding termination of employment.  The Corporation's funding
   policy is to  contribute annually the amount recommended by  its consulting
   actuary, subject to statutory provisions.  
        The Corporation's pension expense for 1995, 1994 and 1993 is  composed
   of the following:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)                   1995            1994           1993 

    <S>                              <C>            <C>             <C>
    Service cost - benefits earned  
     during period                        $ 4,710         $ 5,445        $ 4,547 
    Interest cost on projected      
     benefit obligation                     9,458           8,195          7,705 
    Actual return on plan assets          (17,633)           (143)       (10,328)
    Net amortization and deferral           6,429         (12,129)        (1,899)

    Net pension expense                   $ 2,964         $ 1,368        $    25 

   </TABLE>

        The funded status  of the Corporation's pension plan is  reconciled to
   accrued pension  expense on the balance  sheet as of  December 31, 1995 and
   1994 as follows:
   <TABLE>
   <CAPTION>

    (Dollars in thousands)                                1995              1994 
    S>                                         <C>              <C
<PAGE>


    Actuarial present value of benefit         
     obligation:
        Accumulated benefit obligation:
          Vested (based upon retirement date)         $122,982          $ 94,359 
          Non-vested                                     1,553             1,348 
        Total accumulated benefit obligation           124,535            95,707 
        Effect of projected salary increases            25,118            18,262 
    Total projected benefit obligation                 149,653           113,969 
    Plan assets at fair value                          136,644           120,962 
    Excess (deficit) of plan assets over       
    projected benefit obligation                       (13,009)            6,993 
    Unrecognized net (gain) loss                         5,893           (11,090)
    Unrecognized prior service cost                      8,258             9,125 
    Unamortized transition credit                       (5,851)           (6,687)
    Accrued pension expense included in other  
     liabilities                                      $  4,709          $  1,659 
   </TABLE>

        Included in accrued  pension expense  as of  December 31,  1995 was  a
   liability relating to an early retirement program established in the  first
   quarter of 1995 for which an expense of $3.6 million was recognized.

   <PAGE>
        Pension expense is  determined at the beginning  of the year using the
   funded status assumptions for the previous year end.   The funded status is
   determined using  assumptions as of  the end  of the year,  which for 1995,
   1994 and 1993 are as follows:
   <TABLE>


                                               1995          1994         1993 
    <S>                                <C>            <C>           <C>

    Discount rate                              7.50%         8.50%        7.50%
    Expected long-term rate of 
       return on assets                       10.00          9.50         9.50 
    Rate of increase in compensation
       levels                                  4.75          4.75         4.75 
   </TABLE>

        Changes  in assumptions for 1995 were a decrease  in the discount rate
   and  an increase in the expected  long-term rate of return  on assets which
   had  the  effect  of  increasing  the  projected  benefit obligation  $19.6
   million.   An increase in  the discount rate in 1994  lowered the projected
   benefit  obligation $17.1 million.   Prior service cost  and the transition
   credit are being amortized on a straight-line basis over  fifteen years and
   seventeen years, respectively.  At December 31, 1995 and 1994, plan  assets
   consisted   primarily   of  money   market  investments,   U.S.  Government
   obligations, corporate debt and marketable equity securities.  Integra also
   provides a  supplemental executive  retirement plan that  covers 17  active
   employees and 7 former employees in payment status as of December 31, 1995.
   The plan is an unfunded non-qualified plan whose only contributions are the
   benefits in  payment  status.   Expense  was $1.6  million for  1995,  $1.2
   million for 1994 and $.7 million for  1993 and the accrued liability on the
   balance sheet  was $5.1 million and  $3.7 million at  December 31, 1995 and
   1994, respectively.

        Integra's  profit-sharing  plan  provides  benefits  to  most  of  its
   salaried employees.   The Corporation makes  discretionary contributions to<PAGE>


   the plan as determined by the Board of Directors.  Employees' contributions
   to the plan  are matched by the Corporation up  to a maximum of  3% of such
   employees' pre-tax salaries.  Profit-sharing expense for the plan was $13.5
   million for 1995 and $9.9 million for 1994 and 1993.  

        Integra  adopted   FASB  Statement   106  Employers'   Accounting  for
   Postretirement  Benefits  Other  Than  Pensions  as  of  January  1,  1993.
   Statement 106 requires that the  expected cost of providing  postretirement
   benefits  be recognized  in the financial statements  during the employees'
   active  service period.  The adoption  of Statement 106 resulted  in a one-
   time after-tax  charge to net income  of $5.2 million relative  to accruing
   for the entire accumulated postretirement benefit obligation at the date of
   adoption (transition obligation) and was reported as part of the cumulative
   effect  of  accounting  changes  for  1993.    Integra's  gross  transition
   obligation totalled $7.9  million less income tax benefit of  $2.7 million.
   Integra pays a portion of the cost for life  insurance and medical benefits
   for eligible retirees  based on age and service  at the time of retirement.
   The  Corporation  has  the  right  to amend  or  terminate  these benefits.
   <PAGE>Integra has  maintained benefits for  those eligible at  the date  of
   adoption but  has restricted  participation thereafter.   The Corporation's
   transition  obligation is  not funded.    The  net periodic  postretirement
   benefit  expense  was  $.5 million  for  1995,  1994  and  1993  consisting
   primarily of the interest cost  of the accumulated benefit obligation.  The
   funded status of the Corporation's plan is reconciled to accrued expense on
   the balance sheet as of December 31, 1995 and 1994 as follows:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)                                 1995            1994 

    <S>                                             <C>           <C>
    Accumulated postretirement benefit             
     obligation:
        Retirees                                        $ 6,243         $ 6,260 
        Active employees                                    208             250 
    Total                                                 6,451           6,510 
    Plan assets at fair value                               -0-             -0- 
    Excess of benefit obligation over plan assets        (6,451)         (6,510)
    Unrecognized net (gain) loss                           (640)           (627)
    Accrued postretirement benefit obligation
      expense included in other liabilities             $(7,091)        $(7,137)
   </TABLE>

        Integra's liability  for postretirement benefits  relates primarily to
   life insurance benefits.  Discount rates of 7.75% for  1995, 8.50% for 1994
   and  7.50% for 1993 compounded annually were assumed  for the present value
   of the accumulated  postretirement benefit obligation.  Compensation levels
   were assumed to increase 5.00%, 4.75% and 5.00% per year for 1995, 1994 and
   1993, respectively,  for the projection of  future life insurance benefits.
   For medical benefits, the cost was projected to increase at an average rate
   of  9.38% in  1996,  thereafter  decreasing ratably  until a  stable  4.25%
   medical inflation rate is reached in 2002.

   12.  INCOME TAXES

        The  Corporation adopted  FASB Statement  109 as  of January  1, 1993.
   Such adoption increased 1993 earnings by $65.0 million and was  reported as
   part  of the cumulative effect of accounting changes.  This amount included
   $3.0 million  of pretax income  relating to  the effect of adjustments  for
   prior purchase business combinations as a result of adopting the statement.<PAGE>


   Financial statements prior to 1993 were not retroactively restated to apply
   the provisions of Statement 109.

        Federal income tax expense for 1995, 1994 and 1993  is composed of the
   following:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)             1995           1994           1993
    <S>                           <C>            <C>            <C>
    Current                          $49,059        $65,058         $46,896
    Deferred                           1,115          7,543          20,775
    </TABLE>                         $50,174        $72,601         $67,671
                                                                          

        The deferred tax  expense for 1995, 1994 and 1993  consisted primarily
   of previously accrued expenses for book purposes and, in addition, for 1994
   and 1993, utilization of Equimark's net operating loss carryforward.  
   <PAGE>
        Reconciliations of the federal  statutory and effective tax rates  for
   1995, 1994 and 1993 are as follows:
   <TABLE>

   <CAPTION>
                                                  1995          1994          1993 
    <S>                                  <C>            <C>           <C>
    Federal statutory tax rate                   35.0%         35.0%         35.0% 
    Tax-exempt interest income                   (3.1)         (2.0)         (1.8) 

    Dividends received exclusion                 (3.0)         (1.7)         (1.4) 
    Future tax benefits due to change   
      in tax law                                    -             -          (1.7) 
    Other, including tentative and      
      actual settlements                          (.8)         (1.3)           .6  
    Effective tax rate                           28.1%         30.0%         30.7% 

   </TABLE>

        The  Revenue Reconciliation  Act of  1993 was  signed into  law during
   August  1993.    This  law  retroactively  increased  the highest  marginal
   corporate tax rate to 35%  effective January 1, 1993.  As  a result of this
   legislation, a  net tax  benefit of  $2.3 million  was recognized  in  1993
   composed of  an increased  deferred tax  benefit of $3.8  million partially
   offset  by additional  current  tax expense  from the  rate change  of $1.5
   million.

        The tax effects  of deductible and taxable  differences that give rise
   to  significant  portions  of the  deferred  tax  assets  and  deferred tax
   liabilities, respectively, at December 31, 1995 and 1994 are as follows:

   <TABLE>

   <CAPTION>
    (Dollars in thousands)                            1995         1994
    S>                                     <C>             <C
<PAGE>


    Deferred tax assets:
       Provision for loan losses                   $74,899     $ 84,966
       Net unrealized losses on            
         securities                                    -0-       60,828
       Other                                        39,438       33,597
    Gross deferred tax assets                      114,337      179,391
    Less valuation allowance                           -0-          -0-
    Deferred tax assets after allowance            114,337      179,391
    Deferred tax liabilities:
       Net unrealized gains on securities           48,019          -0-
       Lease financing                              10,750       10,234
       Depreciation                                  2,260        6,006
       Other                                         9,080        9,434
    Gross deferred tax liabilities                  70,109       25,674
    Net deferred tax assets                        $44,228     $153,717
   </TABLE>

        No valuation allowance was established at December 31, 1995 or 1994 in
   view of the Corporation's ability to carry  back to taxes paid in  previous
   years,  certain tax  strategies and  anticipated  future taxable  income as
   evidenced by the Corporation's strong earnings potential.

        Federal   income  tax   expense  related   to  net   securities  gains
   approximated    $6.4 million, $6.5 million and $10.0 million for 1995, 1994
   and 1993, respectively.
   <PAGE>
   13.  NET INCOME PER COMMON SHARE

        Net income  per common share  for 1995,  1994 and 1993  is computed as
   follows:

   <TABLE>

   <CAPTION>
    (Dollars in thousands except per
    share data)                                   1995        1994          1993
    <S>                                    <C>          <C>         <C>
    Net income                                $128,390    $169,033      $212,820
    Less preferred dividends (1)                   -0-         -0-           533
    Net income applicable to common                               
     shareholders                             $128,390    $169,033      $212,287

    Average number of common shares       
     outstanding                            32,840,205  33,416,572    33,453,713

    Common stock equivalents - dilutive   
     effect of assumed exercise of        
     stock options                             282,626     318,028       361,784
    Average common shares outstanding -   
     including common stock               
     equivalent shares                      33,122,831  33,734,600    33,815,497

    Net income per common share                  $3.88       $5.01         $6.28


   (1)   No shares of series preferred  stock remained outstanding following redemption on April 1,
         1993.
   /TABLE
<PAGE>


   14.     DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

        The  Integra Dividend  Reinvestment  and Stock  Purchase  Plan enables
   holders of the Corporation's common stock to invest cash dividends and make
   optional cash payments for additional shares of common stock.  The purchase
   price for  the shares is  equal to the average  of the high  and low market
   price of the  common stock on  the last  business day  before the  dividend
   payment  date and does  not include  a brokerage  fee, commission  or other
   service charge.   Funds  received  by the  Corporation from  optional  cash
   payments are  used for general  corporate purposes.   Shares are  purchased
   from  the Corporation's  authorized but  unissued  shares or  from treasury
   shares.   Shareholders purchased 74,062  shares in 1995,  84,343 shares  in
   1994 and 71,708 shares in 1993 through the  plans.  All shares purchased in
   1995 and 1994 and 36,329 shares purchased in 1993 were issued from treasury
   shares.

   15.  EMPLOYEE STOCK PLANS

        Under the Integra Management Incentive Plan, which was adopted by  the
   Board  of Directors  and approved  by Integra's  shareholders in  1994, the
   Board of  Directors is authorized  to make stock-based  and cash  incentive
   awards to officers and key employees of Integra and its subsidiaries.  Such
   awards may  include incentive  and non-qualified  stock options, restricted
   stock, performance  restricted stock,  annual cash  bonus awards  and other
   awards.   Up to 1,500,000 shares of  common stock may be issued pursuant to
   the plan, provided that no  more than 300,000 shares may be in the  form of
   restricted  stock  and  performance  restricted stock  awards.   This  plan
   replaced the Integra  Employee Stock Option Plan.  Options issued under the
   Integra  Management Incentive  Plan are  granted at  a  price equal  to the
   average of the high and low  market price on the date of the grant and  are
   exercisable within ten years from the date of the grant.  The option prices
   were determined in the same manner under the Integra Employee Stock  Option
   Plan  and  Integra's predecessors'  Plans.    Effective  January  1993, new
   vesting requirements were adopted for all future grants which provide  that
   half the options are  exercisable after the first  anniversary of the grant
   date and the remainder exercisable after the second  anniversary.  Prior to
   that date, all  options were fully exercisable as  of the grant date.   All
   unvested options become fully vested upon a change of control.

        Activity in the Corporation's employee stock option plans during 1995,
   1994 and 1993 is as follows:
   <TABLE>

   <CAPTION>
                                                       Number       Option Price
                                                     of Shares        per Share 
    <S>                                         <C>             <C>
    Options outstanding at December 31, 1992          838,167     $ 8.15 - 95.00
          Granted in 1993                             151,500              41.38
          Exercised in 1993                          (137,704)      8.15 - 40.63
          Expired or cancelled in 1993                 (2,413)     20.76 - 95.00
    Options outstanding at December 31, 1993          849,550     $10.00 - 95.00
          Granted in 1994                             190,000              45.13
          Exercised in 1994                           (52,690)     10.00 - 41.38
          Expired or cancelled in 1994                 (5,846)     40.63 - 95.00
    Options outstanding at December 31, 1994          981,014     $10.00 - 95.00
          Granted in 1995                             207,500              37.63
          Exercised in 1995                          (270,108)     10.63 - 45.13
          Expired or cancelled in 1995                 (5,838)     11.89 - 95.00<PAGE>


    Options outstanding at December 31, 1995          912,568     $10.00 - 95.00
   </TABLE>


        Integra maintains  an  Employee  Stock  Purchase  Plan  through  which
   employees may purchase the Corporation's common stock by payroll deductions
   at  the average of the high and  low market price of  the stock on the last
   business  day  of  each month.    Under  the Corporation's  Employee  Stock
   Purchase Plan, 10,678 shares were issued in 1995, 11,263 shares in 1994 and
   8,126  shares  in  1993.   Shares  were  purchased from  the  Corporation's
   authorized but unissued shares or from treasury shares.   All shares issued
   for this plan  in 1995 and 1994  and 4,172 shares in  1993 were issued from
   treasury shares.

   16.  DERIVATIVE FINANCIAL INSTRUMENTS

        The  Corporation is  an  end  user  of  off-balance  sheet  derivative
   financial instruments in connection with its interest rate risk  management
   activities and  does not use them  for trading purposes.   A summary of the
   contract  or  notional  amounts  of  derivative  financial  instruments  at
   December 31, 1995 and 1994 follows:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)                         1995               1994
    <S>                                  <C>             <C>
    Interest rate swaps                        $579,248         $1,141,125
    Interest rate caps                          300,000          1,000,000
    Mortgage banking activities:
       Forward commitments to sell      
        mortgage-backed securities              178,944             38,488
       
   </TABLE>

   <PAGE>
        Integra  enters  into off-balance  sheet  derivative  transactions  in
   accordance  with  its  policy   guidelines  to  manage  the   Corporation's
   sensitivity to changes in interest  rates.  Interest rate swaps are entered
   into specifically to hedge/alter groups of designated assets or liabilities
   by changing their interest  rate repricing characteristics.   Interest rate
   swaps generally involve the  exchange of fixed  and floating rate  interest
   payment  obligations without  the exchange  of the underlying  principal or
   notional  amounts,  which  are  used   to  express  the  volume   of  these
   transactions.  Future cash requirements of  interest rate swaps are limited
   to the net amounts payable under these agreements.  Interest rate  caps are
   options whereby the buyer receives an amount, if any, by which the floating
   rate  exceeds the  reference interest  rate level  on a  specified notional
   amount.   The premium paid to purchase an interest  rate cap represents the
   maximum  risk of  loss to  the buyer.   The  Corporation purchased  caps to
   reduce the impact of then-anticipated increases in interest rates on short-
   term  borrowings.  The  following table  summarizes the  change in notional
   amount for each category of interest rate  swaps and caps during 1995, 1994
   and 1993:

   <TABLE>
   <CAPTION>
                                        Interest Rate Swaps       
                                   Index                              Interest
    (Dollars in millions)        Amortizing    Other       Total      Rate Caps

    S>                         <C>          <C>         <C>         <C
<PAGE>


    Balance, December 31, 1992                    $173        $173 
      New agreements                  $500         100         600 
      Maturities                       -0-         (98)        (98)
    Balance, December 31, 1993         500         175         675 
      New agreements                   500         -0-         500       $1,000 
      Amortization                     (19)        (15)        (34)         -0- 
    Balance, December 31, 1994         981         160       1,141        1,000 
      New agreements                   -0-         -0-         -0-          300 
      Amortization                    (302)        -0-        (302)         -0- 

      Terminations                    (200)        -0-        (200)         -0- 
      Maturities                       -0-         (60)        (60)      (1,000)
    Balance, December 31, 1995        $479        $100       $ 579       $  300 
   </TABLE>

        For  index amortizing swaps,  the notional  amount is  unchanged for a
   specified  period after  which, based  on the  level of  the index  at each
   quarterly reset date, the  contract will mature,  amortize, or continue  at
   its  full notional amount.  As of December 31, 1995, index amortizing swaps
   totalling $179.2 million had extended beyond their initial maturity dates.

        At December  31,  1995,  index  amortizing  swaps  of  $179.2  million
   hedged/altered  the interest rate reset feature  of variable rate mortgage-
   backed  securities  purchased  in  1993  and  prepayment susceptibility  of
   mortgage-related securities.  The  variable rate mortgage-backed securities
   initially  lowered  the  overall  portfolio  yield  and  contributed  to  a
   declining net interest margin until their first rate reset date.  The index
   amortizing  swaps  provided  incremental  income  until  the variable  rate
   mortgage-backed  securities'  coupons  reset  substantially  higher.    The
   extension features  of  the swaps  are  offset in  a rising  interest  rate
   environment  by the fully indexed  coupons of the securities.  The inherent
   prepayment  risk  on mortgage-related  securities  is  counteracted  by the
   incremental income provided by the  swaps in a declining  rate environment.
   The swaps' diminished or negative cash flow in a rising rate environment is
   offset by an enhanced portfolio yield as prepayments slow.  Other  interest
   rate  swaps  totalling $300.0  million  and  $100.0  million hedged/altered
   deposits and fixed rate FHLB advances,  respectively, at December 31, 1995.
   Index amortizing swaps comprised $300.0 million  of those relating to money
   market  deposits.    The  extension  feature  in  a  rising  interest  rate
   environment  is offset  by the lagging  nature of money market  rates.  For
   FHLB advances, the swaps effectively changed fixed rates to floating rates.
   In the second  quarter of 1995, $200.0 million  of interest rate swaps that
   hedged/altered consumer  loans were terminated, resulting  in an immaterial
   loss which was expensed.

        The following table  summarizes maturities, weighted  average interest
   rates received and paid and estimated fair value of interest rate swaps and
   caps as of December 31, 1995:

    <TABLE>
    <CAPTION>

                                                                      Reset/Maturity        
                                                                                                 Estimated
                                                                                                   Fair 
     (Dollars in millions)                                    1996         1997        Total       Value
     S>                                                    <C>        <C>             <C>      <C
<PAGE>


     Index amortizing swaps
     Notional amount by hedged/altered category:
        Securities available for sale                          $179                     $179         $ (.8)
        Deposits                                                300                      300           (.9)
                                                               $479                     $479         $(1.7)
     Reference rate (1)                                        4.85%                    4.85%
     Weighted average final maturity in years                   2.7                      2.7 
     Fixed receive rate                                        5.58%                    5.58%
     Floating pay rate                                         5.92%                    5.92%

     Other swaps
     Notional amount by hedged/altered category:
        Long-term debt                                         $100                     $100           -0- 
     Fixed receive rate                                        5.12%                    5.12%
     Floating pay rate                                         6.00%                    6.00%

     Interest rate caps
     Notional amount                                           $200        $100         $300           -0- 
     Reference rate (2)                                        7.00%       7.00%        7.00%
     Floating index rate                                       5.63%       5.63%        5.63%

    (1)  When LIBOR is at or below this level on initial maturity or quarterly reset dates, swap experiences 100%
           amortization.
    (2)  Interest is received based on differential of floating index rate over fixed reference rate; no payment
           is received if index rate is below reference rate.

    </TABLE>

        Floating rates, which are based on LIBOR for all agreements, represent
   rates in  effect on December  31, 1995.  Subsequent changes  in LIBOR rates
   will affect  all floating rates and  actual amortization and  maturities of
   index amortizing  swaps.  Maturity information  reflects contractual  terms
   based on rates on  December 31, 1995.  Index amortizing swaps  are included
   in the table  at their initial  maturity dates  or, if  beyond, their  next
   quarterly reset dates.  The  estimated fair value represents the amount the
   Corporation would pay,  or receive  if a  gain, to  terminate or  otherwise
   settle the agreements  with counterparties.   The estimated  fair value  of
   swaps  was a  net unrealized  loss  of $1.7  million  at December  31, 1995
   compared to  a net unrealized  loss of $79.8 million at  December 31, 1994.
   Unrealized  losses on swaps that hedge/alter  securities available for sale
   of  $.8  million  and  $47.7   million  at  December  31,  1995  and  1994,
   respectively, were recorded as part of the  net unrealized gain/loss on the
   underlying  securities in accordance with FASB Statement  115.  At December
   31, 
   1995,  the estimated  fair  value of  interest  rate caps  was minimal  and
   unamortized  premiums paid  for the  interest rate  caps were  $1.4 million
   resulting in an unrealized loss of $1.4 million.
   <PAGE>
        The effect of interest rate swaps and caps on  net interest income and
   the margin for 1995, 1994 and 1993 follows:
   <TABLE>
   <CAPTION>
    (Dollars in millions)                    1995          1994           1993  
    <S>                               <C>            <C>           <C>
    Increase (decrease) in:
       Interest income                       $ (5)         $  4           $  2  

       Interest expense                         7            (1)            (4) 
       Net interest income                   $(12)         $  5           $  6  <PAGE>



       Net interest margin                   (.08)%         .04%           .05% 
   </TABLE>

        The  credit risk  associated with  interest rate swaps  represents the
   inability  of counterparties  to perform  according  to  the terms  of  the
   agreements and is limited  to the estimated  aggregate replacement cost  of
   swaps in a  gain position represented by a  positive fair value.  Beginning
   in  1994,   Integra  typically   requires,  through   bilateral  collateral
   agreements, swap  counterparties to provide collateral to cover amounts due
   when such  receivables reach  specific thresholds.   The  Corporation deals
   only with highly rated  counterparties and does  not expect any failure  by
   the counterparties to meet their obligations.

        The  Corporation utilizes off-balance  sheet financial  instruments in
   the  form of  forward  commitments  and options  in  conjunction  with  its
   mortgage banking activities.  Forward  commitments and options are  used to
   hedge  the interest rate risk  from the time  residential real estate loans
   are committed to until they are sold in the secondary mortgage market.  The
   Corporation  typically exchanges  a portion  of  its current  production of
   residential  real  estate  loans  for  mortgage-backed  securities  through
   secondary  market  securitization  programs.    Such  securities  are  then
   delivered into forward commitments, which are contracts entered into by the
   Corporation to sell a specified quantity of mortgage-backed securities at a
   specified price or yield with delivery and settlement at a specified future
   date.   The risk  associated with  such contracts arises from  the possible
   inability of counterparties  to meet the terms  of their contracts.  Should
   factors such as fluctuations  in interest rates affect Integra's  inability
   to acquire loans to fulfill these contracts, the Corporation would normally
   purchase mortgage-backed securities in  the open market to  deliver against
   these contracts.   The Corporation had  outstanding forward commitments  to
   sell mortgage-backed securities of $178.9 million  on December 31, 1995 and
   $38.5 million  on December  31, 1994.   In  conjunction with  its mortgage-
   banking  activities, Integra may  from time  to time  purchase put options,
   which are contracts  that give the buyer the  right, not the obligation, to
   sell mortgage-backed securities at a fixed  price during a specific period.
   If  exercised, Integra  typically  does not  deliver securities  but rather
   sells put options to offset the contracts.  At December 31, 1995 and  1994,
   the Corporation had no option contracts outstanding.

        Call options  are contracts  that allow the  holder of  the option  to
   purchase  a financial instrument  at a  specified price  within a specified
   period of  time from the  seller or writer of  the option.   Integra writes
   covered  call options primarily on  U.S. Treasury securities  in connection
   with its securities activities.   Integra receives a premium  at the outset
   and bears  the market risk   of an unfavorable  change in the  price of the
   financial instrument  underlying the option.   The  Corporation writes such
   options  with the objective  of enhancing  the performance  on fixed income
   securities when  market  conditions, such  as anticipated  periods  of  low
   volatility, warrant such activities.   Premium fee  income of $.4  million,
   $1.2  million and $1.6 million  was recognized during  1995, 1994 and 1993,
   respectively, in non-interest income on expired options.  Options exercised
   by holders due to market volatility resulted in a net loss of $3.0  million
   included in  net securities gains  in 1995, a  net loss of $1.3  million in
   1994 and  a net gain  of $1.1 million in  1993.  At  December 31,  1995 and
   1994, there were no covered call options outstanding.

   17.  CREDIT COMMITMENTS<PAGE>


        The Corporation is a  party to financial instruments with  off-balance
   sheet risk in the normal  course of business to meet the financing needs of
   its customers.   The Corporation's  involvement in and  exposure to  credit
   loss in  the event of nonperformance  by the other  party to  the financial
   instrument for commitments to extend credit, standby letters of credit  and
   loans sold  with recourse is  represented by  the contract amount of  those
   instruments.   The Corporation  uses  the same  credit policies  in  making
   commitments and  conditional obligations as  it does  for on-balance  sheet
   financial  instruments.  Credit  commitments at December 31,  1995 and 1994
   are as follows:
   <TABLE>
   <CAPTION>
    (Dollars in thousands)                            1995               1994
    <S>                                   <C>               <C>
    Commitments to extend credit                $2,015,465         $1,795,768
    Standby letters of credit                      149,995            150,092
    Loans sold with recourse                        29,307             29,745
   </TABLE>

        Commitments to  extend credit are agreements to lend to  a customer as
   long as there is no violation of any condition established in the contract.
   Such commitments generally have fixed expiration dates or other termination
   clauses and  may require payment of  a fee.  Since  many of the commitments
   are expected  to expire  without  being drawn  upon, the  total  commitment
   amounts  do  not  necessarily  represent  future  cash  requirements.   The
   Corporation  evaluates each customer's  creditworthiness on  a case-by-case
   basis.   The  amount of  collateral  obtained, if  deemed necessary  by the
   Corporation  upon  extension  of credit,  is  based on  management's credit
   evaluation of  the customer.   Collateral varies but  may include  accounts
   receivable, inventory, premises and equipment,  residential real estate and
   income producing commercial properties.

        Standby letters  of credit are  conditional commitments  issued by the
   Corporation to  support the  obligation of  a customer  to  a third  party.
   Standby  letters of  credit  are  primarily issued  to support  public  and
   private  borrowing  arrangements.    The credit  risk  involved in  issuing
   standby  letters of  credit  is essentially  the same  as that  involved in
   extending  loans  to  customers.     The  Corporation  requires  collateral
   supporting such commitments as deemed necessary.
     
        Loans  sold  with  recourse  represent loans  sold  in  the  secondary
   mortgage  market where  the Corporation  retains the  credit risk  which is
   considered equivalent to  the credit risk associated  with on-balance sheet
   loans.  These loans are primarily collateralized  by residential dwellings.
   It is Integra's current policy not to engage in such recourse sales, except
   in  limited  circumstances  which  include  certain  community  development
   lending activities.
   <PAGE>
   18.  FAIR VALUE OF FINANCIAL INSTRUMENTS

        Financial  instruments   are   generally  defined   as  cash,   equity
   instruments or securities,  or contractual  obligations to  pay or  receive
   cash or  another financial instrument.  Fair value estimates  are made at a
   specific point in time, based on relevant market data and information about
   the  financial   instrument.    Where  quoted  market  prices  of  specific
   instruments were  not available,  discounted cash  flow or  other valuation
   techniques were used to estimate fair value.   Certain fair value estimates
   were  necessarily based  on  judgments regarding  future  loss  experience,
   current  economic  conditions,   risk  characteristics  of   the  financial<PAGE>


   instrument, interest  rate levels and  other factors.   Such estimates  are
   subjective in  nature and  involve uncertainties.   Changes  in assumptions
   could  significantly affect the  estimates.  Because actual  markets do not
   exist  for all  financial instruments, fair  values may  vary significantly
   from  amounts  that  would be  realized  in  immediate  settlement  of  the
   instrument.

        Fair  value  estimates are  provided  for on-  and  off-balance  sheet
   financial  instruments without  attempting  to estimate  anticipated future
   business and the value  of assets, liabilities, customer relationships  and
   loan servicing rights  which are not considered financial instruments.   In
   addition, the tax ramifications  related to the  realization of  unrealized
   gains and losses can have a significant effect on  fair value estimates and
   have not been considered in the estimates.
   <PAGE>
        The carrying amount and estimated  fair value of financial instruments
   at December 31, 1995 and 1994,  denoted as an asset or (liability), are  as
   follows:

   <TABLE>
   <CAPTION>
                                     1995                       1994          
                             Carrying     Estimated    Carrying     Estimated
    (Dollars in millions)     Amount     Fair Value     Amount      Fair Value
    Financial Assets
    <S>                    <C>           <C>         <C>           <C>
    Cash and short-term   
      investments               $  424      $  424        $  443        $  443 
    Securities held to    
      maturity                     -0-         -0-         1,546         1,474 
    Securities available  
      for sale                   5,395       5,396         3,696         3,744 
    Loans held for sale            147         147            68            68 
    Loans, net of reserve 
      for loan losses            7,881       8,046         7,361         7,376 


    Financial Liabilities
    Deposits with no      
      stated maturities         (5,268)     (5,268)       (5,170)       (5,170)
    Time deposits               (5,112)     (5,204)       (4,913)       (4,868)
    Short-term borrowings       (1,304)     (1,307)       (1,583)       (1,580)
    Long-term debt              (1,268)     (1,303)       (1,057)       (1,035)

                            Contract or               Contract or
                               Notional   Estimated      Notional     Estimated
                                 Amount  Fair Value        Amount    Fair Value
    Off-Balance Sheet
    Financial Instruments
    Commitments to extend 
      credit                    $2,015         $(1)       $1,796           $(1)
    Standby letters of    
      credit                       150         -0-           150           -0- 

    Loans sold with       
      recourse                      29          (2)           30            (1)
    Interest rate swaps            579          (2)        1,141           (80)
    Interest rate caps             300         -0-         1,000            11 <PAGE>


    Forward commitments   
      to sell mortgage-   
      backed securities            179          (2)           38           -0- 
   </TABLE>

   <PAGE>
        The following assumptions  were used by the  Corporation in estimating
   the fair value of financial instruments:

   Cash  and  Short-Term  Investments. The  carrying value  of  cash  and cash
   equivalents and other short-term investments approximated fair value.

   Securities.   The estimated  fair value  of securities was based  on quoted
   market prices or bid quotations received from securities dealers.

   Loans  Held  for  Sale.    The  carrying  value  of  loans  held  for  sale
   approximated fair value.

   Loans.   Fair values were  estimated for  portfolios of loans with  similar
   financial  characteristics by  discounting contractual cash  flows adjusted
   for prepayment assumptions.   Credit risk  was factored  into the  discount
   rates used for commercial and commercial real  estate loans.  The  discount
   rate of residential real estate loans was based on secondary market  rates.
   The carrying value of variable rate consumer loans approximated fair value,
   while the fair value of fixed rate loans was calculated with discount rates
   based  on market rates for similar products.   Assumptions regarding credit
   risk,  cash  flows and  discount rates  were judgmentally  determined using
   available  market  and  internal  portfolio  information  which  management
   believes to be reasonable.  

   Deposits.   The fair  value of  deposits with  no stated  maturities, which
   include non-interest bearing demand,  interest bearing demand, savings  and
   money market, was equal to the carrying value.  The estimated fair value of
   time deposits was based on the discounted value of contractual cash  flows.
   The  discount rates were estimated using market  rates offered for deposits
   of similar remaining terms.   The fair value  estimates do not  include the
   value of  depositor  relationships or  the value  of  the low-cost  funding
   provided by deposits.

   Short-Term  Borrowings.    The  carrying  value  of  short-term  borrowings
   generally  approximated fair  value except  for  borrowings with  remaining
   terms beyond three months for  which the estimated fair value  was based on
   current rates available for borrowings with the same remaining terms.

   Long-Term  Debt.  The  estimated fair  value of  debt with  fixed rates was
   established  based on  quoted market  prices for  debt with  similar credit
   ratings or  on current  rates available  for debt  with the  same remaining
   terms.  The carrying value of variable rate debt approximated fair value.

   Commitments to  Extend Credit.   Fair value  was estimated  using the  fees
   currently charged to enter into similar agreements, taking into account the
   remaining  terms  of  the  agreements   and  the  creditworthiness  of  the
   counterparties.    A  majority of  the commitments  had  floating  rates at
   December 31, 1995 and  1994.   For fixed rate  commitments, the  difference
   between  interest rates at the end  of a reporting period and the committed
   rates was also considered for fair value estimates.

   Standby  Letters  of  Credit,  Loans  Sold  with  Recourse  and  Derivative
   Financial Instruments.   Fair  value was  estimated based  on  the cost  to<PAGE>


   terminate or otherwise settle the obligations with the counterparties.  The
   estimated fair  value of  certain interest  rate swaps  that hedged/altered
   mortgage-related   securities  has   been  recognized   in  the   financial
   statements.

   <PAGE>19.  LITIGATION

   Class Action Suits.  In 1990, Equimark was named as a defendant, along with
   five  of its former  officers and/or directors, in  three purported federal
   class  action  suits filed  in  the United  States District  Court  for the
   Western District  of Pennsylvania  under  the captions:   Fox  v.  Equimark
   Corporation et al., Tuckfelt v. Equimark Corporation et al., and Hatcher v.
   Equimark Corporation et al.  These  three actions have been consolidated as
   a  single  action  (hereafter,  the  Consolidated  Federal  Class  Action),
   pursuant  to a  Consolidated Amended  Class  Action Complaint  (the Amended
   Complaint) filed on or about December 6, 1990 on behalf  of all persons who
   purchased Equimark's  securities between  September 12,  1987 and September
   12, 1990.  A Second Consolidated Amended Class Action Complaint (the Second
   Amended Complaint)  was filed by plaintiffs  on or about  July 8,  1991, on
   behalf of purchasers  of Equimark's common stock during the  period January
   17,  1989 through October 25, 1990.  The Second Amended Complaint alleges a
   claim under the federal  securities laws and claims under state common  law
   for alleged fraudulent concealment, fraudulent non-disclosure and negligent
   misrepresentation.  On July 18, 1994, the class was certified by the court.
   Both Complaints allege that defendants  violated various provisions of both
   the  federal securities  laws and state common  law by  failing to disclose
   material facts  relating to  the alleged deterioration  of Equimark's  loan
   portfolio, the alleged  likelihood of  high increases in its  nonperforming
   assets, and the alleged failure to establish adequate loan loss reserves or
   to charge off loans on a timely basis, and by misrepresenting or failing to
   disclose  Equimark's allegedly  inadequate management,  acquisition, credit
   and  lending  policies  and/or  practices,  and  seek unspecified  monetary
   damages as well as declaratory and injunctive relief.  The case had been in
   discovery since  September 1993.   Trial  was scheduled  to begin  in April
   1996.  To avoid additional costs  associated with trial preparation and the
   risks inherent  in any litigation, Integra and  plaintiffs have tentatively
   agreed to a settlement, subject to court approval, whereby Integra will pay
   the  class and their attorneys  $6.5 million.  The  Corporation has accrued
   for such settlement costs, net of insurance reimbursement.

        Equimark has  also been named as  a defendant, along  with four of its
   former  officers and/or  directors, in a  state court  action filed  in the
   Court of Common Pleas of Allegheny County, Pennsylvania, which action is  a
   companion action to  the Consolidated Federal Class Action in  all material
   respects.  This  action, captioned Hatcher v. Equimark Corporation  et al.,
   has been stayed indefinitely pending resolution of the Consolidated Federal
   Class Action.  This case  will be settled as part of the settlement  in the
   Consolidated Federal Class Action.

        Equimark  was also  named as  a  nominal defendant,  along with  up to
   nineteen  of  its former  officers  and/or  directors,  in  two stockholder
   derivative actions which were filed in the third  quarter of 1990.  One was
   filed  in the  United States  District Court  for the  Western District  of
   Pennsylvania  (Duffy v.  Fellheimer et al.)  and the other in  the Court of
   Common Pleas  of Allegheny  County, Pennsylvania  (Snider v. Fellheimer  et
   al.).    The  Complaint  filed  in  each  such  action, as  amended,  seeks
   unspecified monetary damages on  behalf of Equimark for  alleged violations
   by  defendants of  Pennsylvania common law,  including breach  of fiduciary
   duty,  breach of  duty of loyalty and  waste of  corporate assets, improper
   dividends, mismanagement, misrepresentations and wrongful  actions relating<PAGE>


   to Equimark's disclosure, accounting, acquisition, compensation and lending
   policies and procedures.   In  the Snider action,  the Court  has dismissed
   plaintiffs' Complaint and the  action was terminated.   Defendants' motions
   to dismiss the Duffy action were granted  by order dated December 18,  1995
   and that action has terminated.  

   Stock Ownership  Plan Litigation.   In October  1988, a  former employee of
   Equibank  initiated in  the  Court  of Common  Pleas of  Allegheny  County,
   Pennsylvania,  a  purported  class  action against  Equibank  on behalf  of
   approximately 1,200  to 1,300  present  and former  employees.   The  suit,
   captioned Lash v.  Equibank et al., is based  on a November 1984  letter to
   employees issued  by Equimark's then  Chairman of the  Board, which  letter
   discussed the possibility of establishing an employee stock  ownership plan
   (ESOP).   The plan was never  established.  In  general, the action alleges
   that  the 1984  letter  constituted  a contract  between Equibank  and  its
   employees whereby  Equibank was obligated  to establish the  ESOP and  that
   failure to do  so constituted a breach  of contract with attendant  damages
   estimated by plaintiffs  at $8.0 million.   Discovery in the case commenced
   in  early 1993.   By  order dated October 26,  1994, the  Court certified a
   class  consisting of  all former  full-time  Equibank employees  or regular
   part-time employees who were employees on November 8, 1984 and continued to
   work through  December 31, 1984.  To avoid additional costs associated with
   trial preparation  and the risks  inherent in any  litigation, Integra  and
   plaintiffs  have  tentatively agreed  to  a  settlement,  subject  to court
   approval, whereby  Integra will  pay  the class  and their  attorneys  $1.8
   million.  The Corporation has accrued for such settlement costs.

   Truth-in-Lending Act Class Action Suit.  In September 1994, Altegra  Credit
   Company (Altegra), a  subsidiary of Integra and formerly known  as American
   Financial Corporation of Tampa,  was named as  the defendant in an  action,
   entitled Stone  v. American Financial  Corporation of Tampa,  filed in  the
   United States  District  Court for  the Middle  District of  Florida.   The
   Complaint alleges  that it is  filed on behalf of the  named plaintiffs and
   all persons whose claims are timely (meaning no more  than three years old)
   who entered into a consumer credit transaction directly or indirectly  with
   Altegra wherein charges for overnight mail delivery were excluded from  the
   finance charge and included in the amount financed.  Plaintiffs allege that
   Altegra  engaged in a pattern and practice of buying consumer loans wherein
   overnight messenger fees were  improperly included in  the amount  financed
   instead of  in the finance  charge as required by  the Truth-in-Lending Act
   and  Federal  Reserve  Board  Regulation  Z.   Plaintiffs  seek unspecified
   compensatory damages,  statutory damages, attorneys' fees,  loan rescission
   and  costs.  The case was  transferred to the United  States District Court
   for the District of Massachusetts in January 1995.  Legislation was enacted
   which prevented  plaintiffs other than the named  plaintiffs from receiving
   any relief.   As a result,  all class claims were  dismissed by order dated
   November 29, 1995.  However, plaintiffs have the right to appeal.

   Truth-in-Lending Act Class Action Suits: Hall, et al v.  Altegra, et al and
   AFC v. Jones.  Altegra is also a defendant and a  counterclaim defendant in
   the  above putative  class actions  alleging that  Altegra, through  and in
   conjunction with its  correspondents, so-called "pass through lenders", has
   engaged in a pattern and practice of  "predatory" lending that in  numerous
   ways violate  federal and  state consumer protection laws.   At  this time,
   Altegra has  moved to dismiss  the complaint and  counterclaim and  classes
   have not been certified.     

        At December 31, 1995, other legal proceedings were pending against the
   Corporation and  its subsidiaries;  however, in the opinion  of management,
   the  liabilities, if any, arising from such legal proceedings will not have<PAGE>


   a  material  adverse effect  on  the  Corporation's  consolidated financial
   condition, results of operations or cash flows.
   <PAGE>
   20.  REGULATORY RESTRICTIONS

        An  important  source of  the  parent  company's  operating  income is
   dividends from its subsidiaries.  Dividends that may be paid by the banking
   subsidiaries  to   the  Corporation  are  subject   to  certain  regulatory
   limitations.  Generally, the prior approval of the Federal Reserve Board is
   required if the total  of all dividends declared by a  state member bank in
   any  calendar year  exceeds  its net  profits  (as defined)  for that  year
   combined with  its retained  net  profits for  the preceding  two  calendar
   years.  Further, under  Pennsylvania law, dividends paid  by a state member
   bank  may  not  exceed  accumulated  net  earnings  (essentially  undivided
   profits) of the bank.  In April 1993, the Corporation converted its banking
   subsidiaries (other  than Integra  Trust Company)  from  national banks  to
   Pennsylvania-chartered  banks  that  are  members  of  the Federal  Reserve
   System.   Effective  May 25,  1995, Integra  combined  by merger  the three
   banking subsidiary charters into one charter.

        Also,  under current  Federal Reserve  Board regulations,  the banking
   subsidiaries of the Corporation are limited in the amount  they may lend to
   non-bank  affiliates,  including  the  Corporation.   Such  loans  must  be
   collateralized at specified percentages of collateral value relative to the
   outstanding loan amount.  In addition, any such loans  to a single non-bank
   affiliate  may not  exceed  10%  of any  banking subsidiary's  capital  (as
   defined) and the aggregate  of loans to all such affiliates may  not exceed
   20%.   At December 31,  1995, the maximum  amount available in  the form of
   dividends  and   loans  from  the  subsidiary   banks  to  the  Corporation
   approximated $208.8 million and $95.0 million,  respectively.  In addition,
   the subsidiary  bank is required  to maintain certain  balances in  reserve
   with the Federal Reserve Bank, which requirement at December 31, 1995 was a
   minimum amount of $25,000.
   <PAGE>
   21.    CONDENSED FINANCIAL  INFORMATION  OF  INTEGRA  FINANCIAL CORPORATION
         (PARENT ONLY) 
   <TABLE>
   <CAPTION>
    Balance Sheet
    December 31                                   1995             1994
    (Dollars in thousands)
    Assets
    <S>                                <C>              <C>
    Cash and due from banks                 $        3       $    2,999
    Other short-term investments                 3,328              -0-
    Securities available for sale,    
     at fair value                                 -0-           48,461
    Investments in and advances to    
     subsidiaries:
         Banks                               1,047,462          826,318
         Other subsidiaries                    333,384          198,757
    Total investments in and          
     advances to subsidiaries                1,380,846        1,025,075

    Other assets                                45,965           58,224
    Total assets                            $1,430,142       $1,134,759

    Liabilities<PAGE>


    Short-term borrowings from bank  
    subsidiaries                            $      -0-       $    5,000
    Commercial paper                            34,319           36,434
    Long-term debt                             199,626          199,606
    Other liabilities                           51,289           35,123
    Total liabilities                          285,234          276,163
    Shareholders' Equity                     1,144,908          858,596
    Total liabilities and             
     shareholders' equity                   $1,430,142       $1,134,759
   </TABLE>

   <PAGE>
   21.   CONDENSED  FINANCIAL  INFORMATION  OF INTEGRA  FINANCIAL  CORPORATION
         (PARENT ONLY)  (continued)
   <TABLE>
   <CAPTION>
    Statement of Income
    Years Ended December 31                 1995           1994           1993 
    (Dollars in thousands) 
    Operating Income

    <S>                             <C>            <C>            <C>
    Investment income                   $  3,814       $  3,713       $  2,006 
    Cash dividends from bank       
       subsidiaries                      108,380        124,500         80,583 
    Cash dividends from other      
       subsidiaries                        2,676          2,000         18,800 
    Other income                            (105)            80            158 
    Net securities gains (losses)            281         (1,519)          (429)
    Total operating income               115,046        128,774        101,118 

    Operating Expense
    Interest expense                      17,376         17,930         16,497 
    Other expense                         44,065         18,580         20,617 

    Total operating expense               61,441         36,510         37,114 
    Income before income taxes            53,605         92,264         64,004 
    Income tax benefit                   (21,496)       (15,569)       (12,234)
    Income before equity in        
       undistributed income of     
       subsidiaries                       75,101        107,833         76,238 
    Equity in undistributed income
    of subsidiaries (1):
       Banks                              27,965         43,957         81,194 
       Other subsidiaries                 25,324         17,243         (4,612)
       Cumulative effect of
          accounting changes, net            -0-            -0-         66,234 
    Total equity in undistributed  
       income of subsidiaries             53,289         61,200        142,816 
    Income before parent only      
       cumulative effect of        
       accounting changes                128,390        169,033        219,054 
    Parent only cumulative effect  
       of accounting changes, net            -0-            -0-         (6,234)
    Net income                          $128,390       $169,033       $212,820 
                                                                                                  
                                                                
   (1)   Amounts in  parentheses represent  the excess  of dividends  declared over  net income  of
         subsidiaries.<PAGE>


   </TABLE>

   <PAGE>
    21.  CONDENSED FINANCIAL INFORMATION OF INTEGRA FINANCIAL CORPORATION
             (PARENT ONLY) (continued)
    <TABLE>
    <CAPTION>
     Statement of Cash Flows
     Years Ended December 31                                                       1995        1994          1993
     (Dollars in thousands)                                                            
     Cash Flows from Operating Activities
     <S>                                                                     <C>          <C>         <C>
     Net income                                                               $128,390    $169,033      $212,820 
     Adjustments to reconcile net income to net cash provided by          
     operating activities:
           Equity in undistributed income 
              of subsidiaries after dividends                                  (53,289)    (61,200)     (142,816)
           Parent only cumulative effect
              of accounting changes, net                                           -0-         -0-         6,234 
           Depreciation and amortization                                                           
              on premises and equipment                                          4,339       7,750         6,149 
           Net (gain) loss on disposition of other assets                         (185)      2,106           100 
           (Increase) decrease in interest and other accounts             
            receivable                                                          (7,159)     10,382        (1,955)
           Increase (decrease) in interest and other accounts payable           (4,128)      2,664        (5,192)
           Restructuring expenses, non-recurring charges and merger
              expenses accrued                                                  20,760         -0-           -0- 
           Other, net                                                            2,347         663         3,127 
     Net cash provided by operating activities                                  91,075     131,398        78,467 

     Cash Flows from Investing Activities
     Additional investments in subsidiaries                                       (500)        -0-       (33,036)

     Payments for purchases of securities available for sale                   (54,212)    (58,105)      (48,236)
     Proceeds from sales of securities available for sale                       18,167      51,743           -0- 
     Net sales (purchases) of premises and equipment                            19,266     (10,221)      (24,314)
     Increase in other assets                                                  (11,497)     (6,762)       (4,379)
     Net cash used by investing activities                                     (28,776)    (23,345)     (109,965)

     Cash Flows from Financing Activities
     Increase (decrease) in short-term borrowings from bank               
     subsidiaries                                                               (5,000)    (31,000)       18,500 
     Increase (decrease) in commercial paper                                    (2,115)      4,852          (303)
     Increase (decrease) in other liabilities                                     (466)        279          (177)
     Proceeds from long-term debt                                                  -0-         -0-        99,697 

     Payments on long-term debt                                                    (55)        (81)      (24,393)
     Common and preferred stock dividends paid                                 (64,006)    (56,865)      (51,743)
     Redemption of preferred stock                                                 -0-         -0-       (20,004)
     Issuance of common stock                                                   12,464       7,232         6,926 
     Treasury stock purchased                                                   (6,117)    (33,532)       (6,458)
     Net cash provided (used) by financing activities                          (65,295)   (109,115)       22,045 
     Decrease in cash and cash equivalents                                      (2,996)     (1,062)       (9,453)
     Cash and cash equivalents, beginning of year                                2,999       4,061        13,514 
     Cash and cash equivalents, end of year                                   $      3    $  2,999      $  4,061 

    </TABLE>
       <PAGE>


        Investment  income received  amounted  to $3.8  million in  1995, $3.7
   million in 1994  and $2.0 million in 1993.   Interest paid and income taxes
   paid  were $17.2  million  and $49.4 million,  respectively, in 1995, $16.7
   million  and $59.2  million, respectively,  in 1994  and $14.4  million and
   $52.8 million, respectively,  in 1993.  Noncash activity in  1995 consisted
   of the  transfer of  $89.4 million of  securities available for  sale to  a
   subsidiary as an  additional investment in that  subsidiary.  There were no
   significant noncash transactions in 1994 and 1993.
   <             p             a             g             e             >
                        Report of Independent Accountants


   To The Board of Directors and Shareholders
   of Integra Financial Corporation:

   We have audited the accompanying consolidated balance sheet of Integra
   Financial Corporation and subsidiaries (the Corporation) as of December 31,
   1995 and 1994, and the related consolidated statements of income, changes
   in shareholders' equity and cash flows for each of the years in the three
   year period ended December 31, 1995.  These consolidated financial
   statements are the responsibility of the Corporation's management.  Our
   responsibility is to express an opinion on these consolidated financial
   statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the consolidated financial
   statements are free of material misstatement.  An audit includes examining,
   on a test basis, evidence supporting the amounts and disclosures in the
   consolidated financial statements.  An audit also includes assessing the
   accounting principles used and significant estimates made by management, as
   well as evaluating the overall consolidated financial statement
   presentation.  We believe that our audits provide a reasonable basis for
   our opinion.

   In our opinion, the consolidated financial statements referred to above
   present fairly, in all material respects, the consolidated financial
   position of Integra Financial Corporation and subsidiaries as of December
   31, 1995 and 1994, and the consolidated results of their operations and
   their cash flows for each of the years in the three year period ended
   December 31, 1995 in conformity with generally accepted accounting
   principles.

   As discussed in Notes 1, 6 and 8 to the consolidated financial statements,
   in 1995 the Corporation changed its method of accounting for loan
   impairment by adopting Financial Accounting Standards Board (FASB)
   Statement 114 Accounting by Creditors for Impairment of a Loan and
   Statement 118 Accounting by Creditors for Impairment of a Loan - Income
   Recognition and Disclosures and its accounting for mortgage servicing
   rights by adopting FASB Statement 122 Accounting for Mortgage Servicing
   Rights.  Also, as discussed in Notes 1, 11 and 12 to the consolidated
   financial statements, in 1993 the Corporation changed its method of
   computing income taxes by adopting FASB Statement 109 Accounting for Income
   Taxes and its accounting for non-pension benefit plans by adopting FASB
   Statement 106 Employers' Accounting for Postretirement Benefits Other Than
   Pensions as well as its accounting for investments by adopting FASB
   Statement 115 Accounting for Certain Investments in Debt and Equity
   Securities.<PAGE>


   /s/ Coopers & Lybrand L.L.P.             
   Pittsburgh, Pennsylvania
   January 17, 1996
   <PAGE>
   ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND    
                FINANCIAL DISCLOSURES

   Not applicable.


   PART III

   ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   <TABLE>
   <CAPTION>

   DIRECTORS

                              YEAR FIRST        PRINCIPAL OCCUPATION FOR PAST
                              BECAME A          FIVE YEARS AND PUBLIC
    NAME1                     DIRECTOR 2   AGE   DIRECTORSHIPS3                                                                     
    <S>                       <C>         <C>   <C>
    James S. Beckwith, III       1973     63    Chairman, Beckwith Machinery
                                                Company (construction and
                                                material handling equipment)

    James S. Broadhurst          1990     52    Chairman and Chief Executive
                                                Officer, EPRH, Inc. and Eat 'n
                                                Park Restaurants, a
                                                Pennsylvania Business Trust

    Leonard M. Carroll           1991     53    President and Chief Operating
                                                Officer, Integra (February 1,
                                                1991 to present); formerly
                                                Executive Vice President,
                                                Integra (January 26, 1989 to
                                                January 31, 1991); Director,
                                                Quaker State Corporation
    Carl D. Doverspike           1973     64    Partner, J. C. Enterprises
                                                (natural gas and farming)

    James E. Feeney              1973     60    Senior Vice President,
                                                Wheatland Tube Company (pipe
                                                and tube manufacturer)
    William A. Freeman           1989     52    Former President, Zurn
                                                Industries, Inc. (manufacturer
                                                of plumbing, industrial and
                                                consumer products and
                                                designer/constructor of
                                                electric power plants)

    Walter J. Greenleaf, Jr.     1980     67    Chairman and Chief Executive
                                                Officer, formerly President and
                                                Chief Executive Officer,
                                                Greenleaf Corporation
                                                (manufacturer of carbide
                                                cutting tools and advanced
                                                ceramics)<PAGE>


    Stanley R. Gumberg           1982     68    Chairman, J. J. Gumberg Co.
                                                (real estate development and
                                                management)

    John G. Koedel, Jr.          1976     58    Vice Chairman, The RCR Group,
                                                Inc. and Director, National
                                                Forge Company; formerly
                                                President, National Forge
                                                Company (finish machined steel
                                                forgings)
    Robert F. Patton             1977     68    Chairman, Bank Consulting
                                                Associates (bank consulting);
                                                Director, Armstrong World
                                                Industries, Inc.

    Robert A. Paul               1977     58    President and Chief Executive
                                                Officer (since 1994), formerly
                                                President and Chief Operating
                                                Officer, Ampco-Pittsburgh
                                                Corporation (manufacturer of
                                                engineered equipment and steel
                                                products)

    William F. Roemer            1970     62    Chairman (January 1, 1991 to
                                                present) and Chief Executive
                                                Officer (January 26, 1989 to
                                                present), Integra; formerly
                                                President, Integra (January 26,
                                                1989 to January 31, 1991)
    Michael A. Shuler            1988     45    Chairman, President and Chief
                                                Executive Officer, Zippo
                                                Manufacturing Company
                                                (manufacturer of lighters and
                                                metal products)

    Henry B. Suhr, Jr.           1963     63    Retired President, Red Valley
                                                Oil Company (oil producer)
    Robert K. Wagner             1981     64    Chairman and Chief Executive
                                                Officer, Koppers Industries,
                                                Inc. (manufacturing); formerly
                                                Director, Trion, Inc.

    Phillips Wiegand             1983     56    President and Chief Executive
                                                Officer, T. W. Phillips Gas and
                                                Oil Co. (Pennsylvania natural
                                                gas public utility)

    Margot B. Woodwell           1986     59    Executive Producer/Community
                                                Outreach, QED Pittsburgh
                                                (public broadcasting)


   --------

   1   F. William Hirt retired from the Board of Directors on October 25, 1995.

   2
   Includes any prior service with any corporation or bank which has been acquired by, or merged
   with, Integra, either of its predecessors or any subsidiary thereof.  Each director has served
   continuously since he or she was first elected or appointed.<PAGE>


   3
   The principal occupations shown in the Table have been such for the past five years.
   </TABLE>
   <PAGE>
   EXECUTIVE MANAGEMENT

    
   Information concerning executive management of Integra is  set forth below.
   Each  of the  individuals listed below  has been  employed in  an executive
   capacity by Integra during the past five years.
   <TABLE>
   <CAPTION>

    NAME                      AGE      POSITION; OFFICES HELD

    <S>                       <C>      <C>
    William F. Roemer         62       Chairman (January 1, 1991 to present) and
                                       Chief Executive Officer (January 26, 1989
                                       to present), Integra; formerly President,
                                       Integra (January 26, 1989 to January 31,
                                       1991)

    Leonard M. Carroll        53       President and Chief Operating Officer,
                                       Integra (February 1, 1991 to present);
                                       formerly Executive Vice President,
                                       Integra (January 26, 1989 to January 31,
                                       1991); Director, Quaker State Corporation

    John R. Echement          60       Vice Chairman, Integra (February 1, 1991
                                       to present); formerly Executive Vice
                                       President, Integra (January 26, 1989 to
                                       January 31, 1991)
    Charles R. Skillington    49       Vice Chairman (February 1, 1991 to
                                       present) and Treasurer (January 26, 1989
                                       to present), Integra; formerly Executive
                                       Vice President, Integra (January 26, 1989
                                       to January 31, 1991)

    Thomas W. Golonski        52       President, Integra Bank (May 25, 1995 to
                                       present); formerly Executive Vice
                                       President, Commercial Banking, Integra
                                       (January 1, 1994 to May 24, 1995);
                                       formerly Chairman and Chief Executive
                                       Officer, Integra Bank/North (1991 to
                                       December 31, 1993); formerly President
                                       and Chief Executive Officer of First
                                       Seneca Bank (1987 to 1991)
    Robert H. Stevenson       53       Senior Vice President and General
                                       Counsel, Integra (January 26, 1989 to
                                       present)<PAGE>


    Gary E. Wolbert           45       Executive Vice President and Chief
                                       Financial Officer, Integra (July 27, 1995
                                       to present); formerly Senior Vice
                                       President and Chief Financial Officer,
                                       Integra (October 30, 1991 to July 26,
                                       1995); formerly Senior Vice President--
                                       Corporate Planning and Development,
                                       Integra (January 26, 1989 to October 29,
                                       1991)

    Kenneth C. Thiess         43       Vice President, Secretary and Assistant
                                       General Counsel, Integra (January 26,
                                       1989 to present)
    Stephen G. Hartle         45       President, Integra Trust Company (October
                                       1994 to present); formerly Executive Vice
                                       President, Integra Trust Company (October
                                       1993 to October 1994); formerly Senior
                                       Vice President, Marketing, Integra
                                       (January 26, 1989 to October 1994)

    Richard B. Mahany         48       Executive Vice President, Integra (July
                                       27, 1995 to present); formerly Senior
                                       Vice President, Investments, Integra
                                       (January 26, 1989 to July 26, 1995)

    Paul N. Smocer            43       Senior Vice President and Chief Auditor,
                                       Integra (October 30, 1991 to present);
                                       Vice President and Chief Auditor, Integra
                                       (January 26, 1989 to October 29, 1991)
    Mary A. York              46       Senior Vice President, Human Resources,
                                       Integra (April 1, 1993 to present); Vice
                                       President, Planning and Development,
                                       Integra (1990 to March 31, 1993); Human
                                       Resources Planning Manager, Integra,
                                       (November 1, 1988 to 1990)
   </TABLE>


   ITEM 11 - EXECUTIVE COMPENSATION

   COMPENSATION OF DIRECTORS

   The directors of Integra are compensated for their services by payment of a
   retainer  and a  fixed  fee for  attendance  at  meetings of  the  Board of
   Directors and committees  thereof.  In 1995, directors received  a retainer
   of $15,000, plus $1,000 for each Board  of Directors meeting, and $500  for
   each committee meeting  on the same day as a Board  of Directors meeting or
   $1,000 for each committee  meeting held on another day.  In  addition, each
   director is  permitted  to annually  elect to  defer these  fees until  the
   director ceases to be a director.  Under the Integra Non-Employee Directors
   Stock  Option Plan, each  non-employee director of Integra  receives at the
   first regular Board meeting of each year an option to purchase 1,000 shares
   of Integra Common Stock, subject to the following vesting schedule:  50% of
   the option vests  and becomes exercisable on  the first anniversary  of the
   grant  date and  the  remaining 50%  vests and  becomes exercisable  on the
   second anniversary  of the grant.   The options become  fully vested upon a
   change of control of Integra.  The exercise price of the option is equal to
   the fair  market price of Integra's Common Stock on the grant date and each
   option has  a ten-year term.   Directors  who are also  officers of Integra<PAGE>


   receive no remuneration for services as a director while also serving as an
   officer.


   <PAGE>
   COMPENSATION OF EXECUTIVE OFFICERS

   The following Table sets forth information concerning  compensation paid by
   Integra during its last three fiscal years  to its Chief Executive  Officer
   and each of its other four highest paid executive officers whose  aggregate
   direct
   remuneration exceeded $100,000 during 1995 ("Named Executive Officers").

   <TABLE>
    <CAPTION>
                                                 SUMMARY COMPENSATION TABLE

                                                                            Long Term Compensation
                                     Annual Compensation                       Awards           Payouts

     Name and                                            Other        Restricted   Securities              All Other
     Principal                                           Annual       Stock        Underlying   LTIP       Compensa-
     Position             Year    Salary     Bonus1      Compensa-    Award(s)     Options/     Payouts    tion
                                                         tion($)2     ($)3         SARs (#)     ($)        ($)4

     <S>                  <C>     <C>        <C>         <C>          <C>          <C>          <C>        <C>
     William F. Roemer    1995    $621,252   $375,001    ---            ---        40,000          ---     $123,939

     Chairman and Chief   1994     576,669    302,636    ---           75,664      40,000          ---      106,577 
     Executive Officer    1993     536,667    322,000    ---           ---         30,000          ---      101,898



     Leonard M. Carroll   1995     402,565    213,151    ---           ---         24,000          ---       71,756
     President & Chief    1994     361,671    166,079     57,820       41,538      24,000          ---       60,558

     Operating Officer    1993     322,502    177,376    ---           ---         17,000          ---       56,400


     Charles R.           1995     279,921    126,452    ---           ---         20,000          ---       51,958
     Skillington

     Vice Chairman and    1994     267,002    105,092    ---           26,300      16,000          ---       44,725
     Treasurer            1993     254,252    127,126    ---           ---         12,000          ---       43,043


     John R. Echement     1995     250,002     96,525    ---           ---         16,000          ---       47,597

     Vice Chairman        1994     250,002     90,201    ---           22,575      16,000          ---       42,146

                          1993     248,752    111,938    ---           ---         12,000          ---       41,485



     Thomas W. Golonski   1995     208,000     78,750     44,331       ---          7,000          ---       45,254
     President, Integra   1994     184,000     62,976     99,458       15,765       5,000          ---       41,161

     Bank                 1993     161,250     64,500    ---           ---          4,000          ---       41,742<PAGE>


    _________________

   1
   Amounts  awarded under Integra's  incentive plan  for the  respective fiscal years,  even though
   paid  in or deferred to  subsequent years.   In 1995, the Management  Incentive Awards that were
   earned  in 1995 were  paid in December  1995.  For  1994, 20% of  each named executive officer's
   annual incentive award was paid  in the form of restricted stock.  Such  awards are reflected in
   the Restricted Stock Award column under the caption "Long-Term Compensation".

   2
   The  aggregate  amount  of payments  made  to  or  on behalf  of  each  Named Executive  Officer
   attributable to  club  memberships, automobile  allowances,  payments under  Integra's  flexible
   benefits program and other personal benefits did not exceed the  lesser of $50,000 or 10% of his
   salary and bonus in each  year shown, except in  1995 Mr. Golonski received $26,952  pursuant to
   the Integra relocation policy and  in 1994 Integra paid club initiation and dues for Mr. Carroll
   of $37,639 and Mr. Golonski received $79,291 pursuant to Integra's relocation policy.

   3
   For  1995,  no restricted  stock  awards were  made.   For  1994,  20% of  each  named executive
   officer's  annual incentive  award was paid  in the  form of  restricted stock.   The  number of
   restricted  shares awarded to Messrs.  Roemer, Carroll, Skillington,  Echement and Golonski were
   2,011, 1,104, 699, 600 and 419, respectively.  These restricted  shares were awarded in 1995 for
   1994 performance.   As  of December  31,  1994, the  named executive  officers did  not own  any
   restricted shares.   The restricted  stock vests and  becomes nonforfeitable two years  from the
   date of grant provided  that the officer is then  still employed by Integra, and provided  that,
   upon a change of control of Integra, the restricted stock fully vests.  The values shown in  the
   table were  determined by multiplying  the closing sale price  on the date  of the grant  by the
   number of shares awarded.  Dividends will be paid on restricted stock.

   4
   For 1995, Messrs.  Roemer, Carroll, Skillington,  Echement and  Golonski received  approximately
   $68,338,  $44,284,  $30,791, $27,500  and $18,380,  respectively,  pursuant to  Integra's profit
   sharing plans.  For 1994, Messrs.  Roemer, Carroll, Skillington, Echement and Golonski  received
   $50,726, $31,814,  $23,487, $21,991 and  $13,125, respectively, pursuant  to the  profit sharing
   plans.  For 1993, Messrs. Roemer, Carroll,  Skillington, Echement and Golonski received $45,898,
   $27,582, $21,745, $21,274 and $13,706, respectively, pursuant to the  profit sharing plans.  The
   remaining portions of the  amounts in this column   represent the current dollar value of  split
   dollar life insurance premiums paid by Integra for the benefit of the executive officers.
   </TABLE>

   <PAGE>
   OPTION GRANTS IN LAST FISCAL YEAR
    
   The following  Table sets forth information with respect to grants of stock
   options pursuant to Integra's Management Incentive Plan during 1995 to  the
   Named Executive Officers reflected in the Summary Compensation Table above.

   <TABLE>
   <CAPTION>
                                                                     GRANT DATE
                                  INDIVIDUAL GRANTS                  VALUE

                              PERCENT OF
                              TOTAL
                              OPTIONS
                              GRANTED TO    EXERCISE
                  OPTIONS     EMPLOYEES     OR BASE                  GRANT DATE
                  GRANTED     IN FISCAL     PRICE       EXPIRATION   PRESENT
    NAME          (#)1,2       YEAR          ($/SHARE)3  DATE         VALUE ($)4<PAGE>


    <S>           <C>         <C>           <C>         <C>          <C>

    William F.    40,000      19.28%        $37.63      1/25/05      $366,000
    Roemer
    Leonard M.    24,000      11.57%        $37.63      1/25/05      $219,600
    Carroll

    Charles R.    20,000       9.64%        $37.63      1/25/05      $183,000
    Skillington

    John R.       16,000       7.71%        $37.63      1/25/05      $146,400
    Echement
    Thomas W.      7,000       3.37%        $37.63      1/25/05      $ 64,050
    Golonski


   --------

   1
   Options  granted  in 1995  are  exercisable as  follows:    one-half of  the  grant  will become
   exercisable on January 25,  1996 and one-half of  the grant will  become exercisable on  January
   25, 1997; provided that upon  a change of control of Integra, the options  fully vest and become
   immediately exercisable.
   
    2
   The options  were granted for  a term of  ten years, subject  to earlier termination  in certain
   events related to termination of employment.
   
    3
   The  exercise price  and tax withholding  obligations related  to exercise  may be  paid, in the
   discretion  of the committee  administering the  plan, by  delivery of previously  owned Integra
   shares or by  withholding a portion of the  shares otherwise distributable upon exercise  of the
   option, subject to certain conditions.
   
    4
   Integra used the  Black-Scholes Option Valuation model adjusted for dividends to determine grant
   date present value  of the options.   Integra does  not advocate or  necessarily agree that  the
   Black-Scholes  model  properly  reflects the  value  of  an option.    The  assumptions used  in
   calculating the option  value are  as follows:   a risk-free interest  rate of  7.74%, the  rate
   applicable to a ten-year U. S. Treasury security  at the time of the award; a dividend yield  of
   4.13%, the  yield at the conclusion of the most recently completed fiscal year prior to the date
   of  grant  (1994 dividends  divided  by  the 1994  closing  stock price);  volatility  of 0.168,
   calculated using daily stock returns for  the twelve month period preceding the option award;  a
   stock price at  date of grant of $37.63; the price at  which the option can be exercised is fair
   market  value ($37.63);  and  a ten-year  stock  option term.    No  adjustments were  made  for
   forfeitures or  vesting restrictions on  exercise.  The  value of an  option on  Integra's stock
   under the Black-Scholes  model of option valuation  applying the preceding assumptions  is $9.15
   per optioned share.
   </TABLE>

   <PAGE>
   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR 
   AND FISCAL YEAR-END OPTION VALUE

   The following Table sets forth  information concerning options exercised in
   1995 and unexercised options to purchase Integra's Common Stock granted  to
   the Named  Executive Officers in 1995 under  Integra's Management Incentive
   Plan  and in prior  years under  Integra's Employee  Stock Option  Plan and
   plans maintained by Integra's predecessors.<PAGE>


   <TABLE>
   <CAPTION>
                                                                                       VALUE OF UNEXERCISED IN-
                           SHARES                          NUMBER OF UNEXERCISED       THE-MONEY OPTIONS AT
                           ACQUIRED ON                     OPTIONS AT 12/31/95 (#)     12/31/95 1($)
                           EXERCISE      VALUE REALIZED    (EXERCISABLE/               (EXERCISABLE/
     NAME                  (#)           ($)               UNEXERCISABLE)              UNEXERCISABLE)

     <S>                   <C>           <C>               <C>                         <C>
     William F. Roemer     19,134        $  578,361        179,879/60,000              $6,213,609/$1,409,700

     Leonard M. Carroll    45,506        $1,507,185         56,000/36,000              $1,560,450/$  845,820

     Charles R.            27,328        $  714,614         20,000/28,000              $  414,900/$  667,860
     Skillington
     John R. Echement      23,076        $  631,250         42,000/24,000              $1,206,520/$  563,880

     Thomas W. Golonski     4,059        $  127,716         18,500/ 9,500              $  628,241/$  228,203


   --------

   1
   Average of the  high and low sales prices of  the underlying securities on the  last trading day
   of the year minus the exercise price of "in-the-money" options.

   </TABLE>

   <PAGE>                         PENSION PLANS

   The following  Table shows  the estimated  annual basic  retirement benefit
   that is payable upon  retirement to  the Named Executive  Officers, in  the
   remuneration  and  years   of  service  classifications   indicated,  under
   Integra's Defined  Benefit Pension Plan (the  "Pension Plan"), Supplemental
   Defined  Benefit Pension  Plan (the  "Supplemental Plan")  and Supplemental
   Executive Retirement Plan (the "SERP").  For purposes of illustration,  the
   Table  assumes that  normal retirement  under those  plans  occurred during
   1995.
   <TABLE>
   <CAPTION>
   PENSION PLAN TABLE                             1

                       Years of Service2

    BASE SALARY           15         20          25          30         35

    <S>                <C>        <C>        <C>         <C>        <C>
    $150,000           $104,442   $128,325   $128,325    $128,325   $128,325

     180,000            128,325    156,985    156,985     156,985    156,985
     240,000            176,092    214,306    214,306     214,306    214,306

     270,000            199,976    242,966    242,966     242,966    242,966

     300,000            223,859    271,626    271,626     271,626    271,626
     360,000            271,626    328,946    328,946     328,946    328,946

     420,000            319,393    386,267    386,267     386,267    386,267
     480,000            367,160    443,587    443,587     443,587    443,587<PAGE>


     540,000            414,927    500,908    500,908     500,908    500,908

     600,000            462,694    558,228    558,228     558,228    558,228
     680,000            526,384    634,655    634,655     634,655    634,655

     760,000            590,073    711,082    711,082     711,082    722,082
   -----------
   1
   Benefits shown are computed on  the basis of a straight life annuity and  represent the combined
   benefits from the Pension Plan, the Supplemental Plan and the SERP.  Benefits under the  Pension
   Plan  and Supplemental Plan  are based on  the employee's highest  five-year average annual base
   salary (as  reported under  the column  captioned "Salary"  in the  Summary Compensation  Table)
   during the  employee's last  ten years  of employment.   Retirement  benefits in  excess of  the
   maximum annual  pension benefit  limits under  the Pension Plan  would be  paid pursuant to  the
   Supplemental Plan.  Amounts payable under Integra's SERP equal a  target benefit percentage (40%
   minimum and  60% maximum) of (i) an employee's average base salary (highest consecutive three of
   the last ten years), reduced by certain offsets,  plus (ii) the average of the employee's  three
   highest consecutive bonus awards in the last ten years ("Bonus  Amount"), each as reported under
   the column captioned "Salary" or "Bonus" in the Summary Compensation Table.  The offset  amounts
   are anticipated Social  Security, benefits payable under  the Pension Plan and  the Supplemental
   Plan and benefits  paid from the plans  of prior employers, to  the extent not derived  from the
   employee's contributions,  assuming retirement  during 1995.   For  purposes of calculating  the
   SERP portion of  the benefit  amounts shown in  the Table, it  was assumed  that the  employee's
   Bonus Amount was equal to two-thirds of the employee's base salary.

   2
   The credited  years of  service under  the Integra  Pension Plan  for  Messrs. Roemer,  Carroll,
   Skillington, Echement and Golonski are 26, 22, 27, 42 and 32, respectively.
   </TABLE>

    
   EMPLOYMENT CONTRACTS

   Messrs. Roemer, Carroll, Skillington and Echement are parties to employment
   agreements dated as of November 1, 1990,  as amended effective January  25,
   1995.   The agreements currently expire on  March 31, 1998.   On April 1 of
   each  year,  beginning  April  1,  1996, the  agreements  are automatically
   extended for an additional year unless prior notice of termination has been
   given by either  party.   Under the  agreements, Integra  may terminate  an
   employee without cause upon 30 days' notice, or  the employee may terminate
   his employment for good  reason, as defined in the agreement, in  either of
   which events the employee is entitled for the remainder of the term  of the
   agreement  to annual  compensation  equal  to the  employee's  highest base
   salary in the current or any one of the three preceding calendar years plus
   an  amount equal to  the sum of  the employee's highest awards  from all of
   Integra's profit sharing, bonus and short term compensation plans in  which
   the  employee participated, if any, in any one of the three preceding years
   (the  aggregate  amount  referred  to  as  "Annual  Compensation"),  and to
   continuing  coverage  under Integra's  other  benefit plans  for  the  then
   remaining term of the employment agreement.  The employee may terminate his
   employment without cause upon 30 days'  notice, in which case  the employee
   is not entitled  to receive further salary or  other benefits.  Integra may
   terminate the employee  for cause,  as defined in the  agreement, at  which
   time all salary and other benefits to the employee would cease.

   Upon a  change of control  of Integra, as defined in  the agreement, either
   the employee or  Integra may terminate the employee's employment,  at which
   time  the employee  would  become entitled  to  (except  in the  case  of a
   termination by Integra  for cause) up to three years'  Annual Compensation.<PAGE>


   The  amount that  the employee  is entitled  to receive  upon  a change  of
   control declines proportionately for each month the employee is older  than
   62 at the  time of the change of  control to zero at  age 65.  The employee
   will also receive an additional payment (a "Gross-Up Payment") equal to the
   amount of any excise tax imposed on any payments or distributions in excess
   of  specified amounts under the Internal Revenue Code which are paid to the
   employee in connection with a change in control.

   The agreement also terminates upon the death of the employee, at which time
   the employee's beneficiaries would become entitled to the employee's salary
   for  a period  of one  year, less  any proceeds (excluding  life insurance)
   received  by the employee from Integra, and certain other benefits.  If the
   employee  is disabled for a period  of one year, Integra  may terminate the
   employee's employment, at which time the employee would become entitled  to
   one  year's salary, less any proceeds received by  the employee from Social
   Security and disability insurance provided by Integra to the employee,  and
   certain other  benefits.   In  any event,  employment under  the  agreement
   terminates when  the employee reaches  age 65 and  all compensation  (other
   than  vested benefits)  ceases to  be paid at that  time. In  the event the
   agreement is  terminated for  any  reason, other  than by  Integra  without
   cause, the  employee will  be  prohibited from  rendering services  to  any
   competitor of Integra within the geographic area in which Integra currently
   conducts business or proposes to  conduct business for a period of one year
   after such termination.

   Upon termination  of the employee's  employment other than  for cause,  the
   employee is entitled  to receive his full, accrued benefits under  the SERP
   at or after age 55 as if it were his normal retirement age.

   Integra  is also  a party  to change  of control  agreements with  15 other
   senior officers  of Integra. These agreements  provide for continuation  of
   salary and other benefits for 24 months following termination of employment
   by Integra without "cause" or by the employee for "good reason", as defined
   under the agreements, in connection with a change of control of Integra.

   On August  27, 1995, Integra  entered into an Agreement and  Plan of Merger
   with National City Corporation  ("National City") providing for the  merger
   of  Integra with  and into  National City.   The  merger will  constitute a
   change in control of Integra under the employment agreements and the change
   of control agreements.  In connection with the merger, Integra entered into
   a consulting agreement with  Mr. Roemer pursuant  to which Mr. Roemer  will
   provide  consulting services  to  National  City upon  consummation  of the
   merger  and  until  Mr. Roemer  attains  age  65.    Under  the  consulting
   agreement, Mr.  Roemer  will  receive  an  annual  fee of  $225,000.    The
   consulting agreement also provides that Mr. Roemer will receive the  change
   in control  payments  under  his  employment  agreement and  an  additional
   payment equal to  the taxes paid by him as  a result of his  receipt of the
   Gross-Up  Payment.   The consulting  agreement provides  that in  the event
   Integra or its successor terminates Mr. Roemer without cause or without Mr.
   Roemer's consent, Mr. Roemer will be entitled to receive the balance of the
   consulting fees due under the consulting agreement.

   ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   As  of December  31, 1995,  Integra had  issued and  outstanding 33,012,695
   shares of  Common Stock.   The  following Table  sets forth  the beneficial
   ownership of  Integra's Common Stock  by (i) each person or  group known to
   Integra to be the beneficial owner of  more than five percent of  Integra's
   Common  Stock;  (ii)  each  director;  (iii) each  of  the  Named Executive
   Officers, and  (iv) all directors  and executive officers as a  group as of<PAGE>


   December 31, 1995.  The  information provided in connection with this Table
   has been obtained from  Integra's records and a  review of statements filed
   with the Securities and Exchange Commission.
   <TABLE>
   <CAPTION>
                                        AMOUNT AND NATURE
                                        OF BENEFICIAL
    NAME OF BENEFICIAL OWNER            OWNERSHIP1          PERCENT OF CLASS 2

    Principal Shareholder
    ---------------------
    <S>                                 <C>                 <C>

    Integra Trust Company               4,164,1383          12.61%

    McCune Foundation                   1,838,7264           5.57%
    Delaware Management Company, Inc.   2,128,9255           6.45%


    Directors and Named Executive Officers
    --------------------------------------
    James S. Beckwith, III                 15,5156          *

    James S. Broadhurst                     1,9507          *

    Leonard M. Carroll                     79,8988          *
    Carl D. Doverspike                     37,5169          *

    John R. Echement                       61,47510          *
    James E. Feeney                         3,70911          *

    William A. Freeman                      1,50012          *

    Thomas W. Golonski                     20,31513          *
    Walter J. Greenleaf, Jr.                3,54414          *

    Stanley R. Gumberg                    100,86915          *
    John G. Koedel, Jr.                     9,77916          *

    Robert F. Patton                       22,96517          *

    Robert A. Paul                        412,16718           1.25%
    William F. Roemer                     202,05719          *

    Michael A. Schuler                      1,30020          *
    Charles R. Skillington                 30,00121          *

    Henry B. Suhr, Jr.                     17,55022          *

    Robert K. Wagner                        8,44823          *
    Phillips Wiegand                       51,42724          *

    Margot B. Woodwell                     64,78825          *
    Directors and Executive Officers    1,217,22526           3.69%
    as a Group
   --------
   1
   All share amounts, including those  in the Notes to the Table, have been  rounded to the nearest<PAGE>


   whole share. Each person  named in the Table has  sole voting and investment power with  respect
   to the shares shown except as noted herein.
   2
   An asterisk (*) indicates less than one percent.

   3
   The business address of Integra  Trust Company is 300 Fourth Avenue, Pittsburgh, PA  15278.  All
   of the  shares held by Integra Trust Company are held in a fiduciary capacity for various trust,
   estate or  agency accounts. Integra  Trust Company exercises  sole voting power  with respect to
   2,611,653  shares, shared voting  power with  respect to  857,813 shares, sole  investment power
   with respect  to 2,416,919 shares  and shared investment  power with respect to  528,186 shares.
   The amount  shown in the Table  excludes all shares which  are beneficially owned  by the McCune
   Foundation.   While Integra Trust  Company has sole  or shared voting  or investment  power with
   respect to  the shares shown, a person or entity other than Integra Trust Company is entitled to
   receive dividends thereon and  to receive proceeds  upon the disposition  of the shares.   Thus,
   Integra Trust Company disclaims beneficial ownership of these shares.  

   4
   The business  address of the McCune Foundation is 1104 Commonwealth Building, 316 Fourth Avenue,
   Pittsburgh,  PA 15222.    Integra  Trust Company  is  Trustee of  the  McCune Foundation.    The
   Distribution Committee of the McCune Foundation has historically been involved in the  voting of
   shares of Integra held by the McCune Foundation in the election of directors.

   5
   The business address of Delaware Management Company, Inc. is One Commerce  Square, Philadelphia,
   PA   19103.   Delaware Management  Company, Inc.  exercises sole  voting power  with respect  to
   1,743,400  shares,  sole   dispositive  power  with  respect  to  2,087,125  shares  and  shared
   dispositive power with respect to 41,800 shares.

   6
   This amount includes currently exercisable options covering a total of 500 shares.

   7
   This amount  includes currently  exercisable  options covering  a total  of 500  shares and  700
   shares owned jointly by Mr. Broadhurst and his wife with shared voting and investment power.

   8
   This amount includes 1,063 shares held in trust by Integra Trust Company, as trustee, with  sole
   voting and sole investment power,  pursuant to a revocable trust of which Mr. Carroll is grantor
   and principal beneficiary, as well as  currently exercisable options covering a total  of 56,000
   shares.

   9
   This amount  includes 36,896  shares held by  Integra Trust  Company as sole  trustee with  sole
   voting and investment power pursuant to revocable trusts of which  Mr. Doverspike is grantor and
   principal beneficiary and currently exercisable options covering a total of 500 shares.

   10
   This  amount includes currently  exercisable options  covering a  total of 42,000  shares, 2,441
   shares held jointly with  Mr. Echement's wife  and 451 shares  held by Mr. Echement's  children.
   Mr. Echement disclaims beneficial ownership of the shares held by his children.

   11
   This amount includes  currently exercisable options covering  a total of 500 shares,  160 shares
   held by Mr. Feeney's wife  as to which Mr. Feeney disclaims beneficial ownership  and 609 shares
   held jointly with his wife with shared voting and investment power.

   12
   These shares consist of currently exercisable  options covering a total of 500 shares and  1,000
   shares owned jointly by Mr. Freeman and his wife with shared voting and investment power.<PAGE>


   13
   This amount includes  152 shares held by Mr. Golonski's wife  as to which Mr. Golonski disclaims
   beneficial ownership,  1,511 shares  held in trust  by Integra  Trust Company, as  trustee, with
   sole voting and investment power pursuant to a revocable trust  of which Mr. Golonski is grantor
   and principal beneficiary and currently exercisable options covering a total of 18,500 shares.

   14
   This amount includes currently exercisable options covering a total of 500 shares.
   
    15
   This  amount consists  of  currently exercisable  options  covering a  total of  500  shares and
   100,369 shares  owned jointly by  Mr. Gumberg  and his wife  with shared  voting and  investment
   power.

   16
   This amount includes currently  exercisable options covering a  total of 500 shares,  167 shares
   owned jointly  by Mr. Koedel and his wife, 2,400 shares held in a custodial account of which Mr.
   Koedel is beneficiary and over which Mr. Koedel  has sole voting and investment power and  6,553
   shares owned solely by Mr. Koedel's wife.

   17
   This amount  consists of currently  exercisable options covering  a total of  500 shares, 18,465
   shares owned by  the Patton Family Partnership, of which Mr.  Patton is managing partner and has
   shared  voting and investment  power, and 4,000  shares held by  a trust of  which Mr. Patton is
   sole beneficiary and as to which he has sole voting and investment power.

   18
   This amount  includes currently  exercisable  options covering  a total  of 500  shares,  37,678
   shares held by Mr.  Paul's wife, 178,800 shares held in  various trusts, of which Mr.  Paul is a
   co-trustee  and shares voting power, and  174,800 shares owned by The  Louis Berkman Company, of
   which Mr.  Paul is  Executive Vice  President and Director  and of  which Mr.  Paul's wife is  a
   shareholder.   Mr. Paul  disclaims beneficial  ownership of  the shares  held by  his wife,  the
   trusts and The Louis Berkman Company. 
   
    19
   This amount includes  currently exercisable options covering  a total of 179,879  shares, 10,000
   shares owned by  Mr. Roemer's wife and 4,178 shares  held by Mr. Roemer's daughter.   Mr. Roemer
   disclaims beneficial ownership of the shares held by his wife and his daughter.

   20
   This amount includes currently exercisable options covering a total of 500 shares.

   21
   This  amount consists of  currently exercisable  options covering a  total of 20,000  shares and
   10,001 shares held jointly with Mr. Skillington's wife.

   22
   This amount includes  currently exercisable options  covering a  total of 500  shares and  4,872
   shares held  by a  trust of  which Mr. Suhr  is sole  beneficiary with  no voting or  investment
   power. 
   
    23
   This amount includes  currently exercisable options covering a total of 500 shares, 4,279 shares
   owned jointly by Mr. Wagner and his wife and 100 shares held solely by his wife.
    
   24
   This  amount includes currently  exercisable options  covering a total  of 500 shares  and 2,729
   shares beneficially  owned by Mr. Wiegand's children with respect to  which Mr. Wiegand has sole
   voting and investment power.<PAGE>


   25
   This amount  includes currently exercisable options  covering a total  of 500 shares  and 63,700
   shares owned solely by Mrs. Woodwell's husband.
   <PAGE>
   26
   As of  December 31, 1995, directors  and executive officers of  Integra as a  group beneficially
   owned  3.69% of  the  outstanding shares  of  Common Stock.    The  group includes  twenty-seven
   persons, consisting  of all directors,  the Named Executive  Officers and seven  other executive
   officers.  The amount shown includes currently  exercisable options covering a total of  378,529
   shares for  directors and  executive officers  as a  group.  The  group amount  includes 206,450
   shares held  by family  members, 47,884  shares  held by  Integra Trust  Company as  trustee  of
   revocable  trusts for directors  and executive officers  with sole voting  and investment power,
   130,113 shares  held jointly  with  spouses with  shared voting  and investment  power,  108,191
   shares owned by spouses and 174,800 shares held by The Louis Berkman Company (described in  Note
   18 above).
   </TABLE>


   COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
    
   Section 16(a)  of the Securities  Exchange Act of  1934 requires  Integra's
   directors, executive  officers and persons who own more then ten percent of
   a  registered  class  of Integra's  equity  securities  to  file  with  the
   Securities and Exchange Commission and the New York Stock Exchange  initial
   reports of ownership of Integra equity securities on Form  3 and reports of
   changes  therein on Forms 4 and 5.  Based on  a review of copies of reports
   filed with the Securities and Exchange Commission since January 1, 1995 and
   of written representations by certain directors and executive officers, all
   persons  subject to the  reporting requirements of Section  16(a) filed the
   required  reports on a  timely basis  in 1995  except Ms. York.   In August
   1995,  Ms. York inadvertently failed to  report on Form 4  a cashless stock
   option exercise.  A Form 4 was filed when this omission was discovered.  No
   short-swing liability occurred as a result of this event.

   ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   In the ordinary course of its banking and trust business, Integra's banking
   subsidiary may  have  had and  anticipates  that it  may continue  to  have
   transactions  with principal shareholders  of Integra,  as well  as various
   directors  and executive  officers of Integra,  members of  their immediate
   families,  and  their  associates,  including  corporations  in which  such
   directors and executive  officers own beneficial interests.  To  the extent
   such transactions consisted of extensions of credit, such transactions were
   made in  the ordinary course of  business of Integra's bank  subsidiary, on
   substantially the  same terms, including interest rates  and collateral, as
   those prevailing  at the time  for comparable transactions  with its  other
   customers and did not involve more  than the normal risk  of collectibility
   or present other unfavorable features.

   Integra's  trust subsidiary also acts  or may act as fiduciary under trusts
   and  other  instruments  for  certain  directors,  executive  officers  and
   principal shareholders of  Integra, their related companies  and members of
   their immediate families.
    
   During 1995, Integra Bank leased space for seven existing and former branch
   offices from Stanley  R. Gumberg, a director  of Integra, or his affiliates
   for an  aggregate annual rental  amount of $428,820  under leases  expiring
   from  1997  to 2015.   In  addition, Integra  Bank is  a party  to separate
   property management agreements  with J.J. Gumberg Co. covering  the rental,
   lease,  operation, management  and sale  of  various properties  which were<PAGE>


   taken  over by the bank  in connection with delinquent loans.   Fees in the
   aggregate amount of approximately $96,750 were  paid to J.J. Gumberg Co. in
   1995  for  services  rendered  in  connection with  these  agreements.   In
   addition, J. J. Gumberg Co. was paid  a commission of $3,250 in  connection
   with a  sublease  of certain  property  that had  been leased  by  Integra.
   Integra  considers the lease terms  and management contracts to be fair and
   comparable to  agreements for equivalent  space or services  as those  that
   would exist with unaffiliated parties.   Stanley R. Gumberg  is Chairman of
   the Board of Directors and a principal shareholder of J.J. Gumberg Co.


   <PAGE>
                                     PART IV


   ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

   (a)(1)      The following financial statements and report of independent   
                  accountants thereon are included in Item 8:

         Report of Independent Accountants
         Consolidated Balance Sheet as of December 31, 1995 and 1994
         Consolidated Statement of Income for the years ended
            ended December 31, 1995, 1994 and 1993
         Consolidated Statement of Changes in Shareholders' Equity for 
            the years ended December 31, 1995, 1994 and 1993
         Consolidated Statement of Cash Flows for the years ended
            December 31, 1995, 1994 and 1993
         Notes to Consolidated Financial Statements


   (a)(2)   Financial statement schedules required by Item 8 of this report:
         All schedules are omitted since the Corporation does not meet the    
         requirements for filing such schedules or the required 
         information is provided in the consolidated financial
         statements or notes thereto.

   (a)(3)   Exhibits required by Item 601 of Regulation S-K:
         The index to Exhibits included in this filing is incorporated
         herein by  reference.

   (b)   Reports on Form 8-K:
         None.

   <PAGE>
        Pursuant to the requirements of Section  13 or 15(d) 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 Financial Corporation            
               (Registrant)

               By: /s/ William F. Roemer                                      
               William F. Roemer
               Chairman of the Board and Chief
               Executive Officer<PAGE>


        Pursuant to the  requirements of the Securities Exchange Act  of 1934,
   this report has been signed below by the following persons on behalf of the
   Registrant and in the capacities and on the dates indicated.


   /s/ William F. Roemer                                     January 26, 1996
   William F. Roemer, Chairman of the Board  
   and Chief Executive Officer, Director
   (Principal Executive Officer)

   /s/ Gary E. Wolbert                                       January 26, 1996
   Gary E. Wolbert, Senior Vice President
   and Chief Financial Officer (Principal
   Financial and Accounting Officer)


                                   
   James S. Beckwith, III, Director

                                   
   James S. Broadhurst, Director

                                   
   Leonard M. Carroll, Director

                                    
   Carl D. Doverspike, Director

                                     /s/ Robert H. Stevenson  January 26, 1996
   James E. Feeney, Director             Robert H. Stevenson
                             Attorney-in-fact

                                   
   William A. Freeman, Director

                                     
   Walter J. Greenleaf, Jr., Director

                                   
   Stanley R. Gumberg, Director

                                     








   <PAGE>
                                     /s/ Robert H. Stevenson  January 26, 1996
   John G. Koedel, Jr., Director         Robert H. Stevenson
                             Attorney-in-fact
                                   
   Robert F. Patton, Director

                                   
   Robert A. Paul, Director<PAGE>


                                   
   Michael A. Schuler, Director

                                   
   Henry B. Suhr, Jr., Director

                                   
   Robert K. Wagner, Director

                                   
   Phillips Wiegand, Director

                                   
   Margot B. Woodwell, Director
   <PAGE>
   Integra Financial Corporation
   Annual Report on Form 10-K 
   For the Fiscal Year Ended December 31, 1995
   Exhibits Index

   Exhibit 
   Number            Description and Reference

   2     An Agreement and Plan of Merger  ("Agreement") dated as of August 27,
         1995  providing  for  the  merger  of  Integra Financial  Corporation
         ("Integra")  with  and  into  National  City  Corporation  ("National
         City"),  along  with Stock  Option  Agreements  entered  into between
         Integra  and National  City, each  dated August  27, 1995,  which are
         Exhibits 99(a), 99(b) and 99(c) to Integra's Report on Form 8-K filed
         September 1, 1995, are incorporated herein by reference.

   3(a)  Amended and  Restated Articles of Incorporation  of Integra Financial
         Corporation, which is Exhibit 3(a) to Integra Financial Corporation's
         Annual Report on Form 10-K for the  year ended December 31, 1993,  is
         incorporated herein by reference.

   3(b)  Bylaws of  Integra Financial  Corporation, which  is Exhibit 3(b)  to
         Integra Financial  Corporation's Annual Report  on Form  10-K for the
         year ended December 31, 1991, is incorporated herein by reference.

   4     None  of  the  instruments  with  respect to  long-term  debt  of the
         Corporation or  its subsidiaries individually  amounts to  10% of the
         total assets  of the  Corporation and  its consolidated subsidiaries.
         The  Corporation  hereby  agrees  to  furnish  a  copy  of  any  such
         instrument  upon   the  request   of  the   Securities  and  Exchange
         Commission.

   10(a) Integra Financial Corporation Employee Stock Option Plan, as amended,
         which  is Exhibit  10(a)  to Integra  Financial  Corporation's Annual
         Report  on Form  10-K  for  the  year  ended  December 31,  1992,  is
         incorporated herein by reference.+

   10(b) Integra Financial Corporation  Employee Stock Purchase Plan, which is
         Exhibit V to the Prospectus/Joint Proxy Statement which is Part I  of
         the Registration  Statement  on  Form  S-4  filed by  Union  National
         Corporation  and Pennbancorp  (File No. 33-20844)  (the "Registration
         Statement"), is incorporated herein by reference.+

   10(c) Deferred Compensation Plan for outside Directors of Integra Financial
         Corporation,   which   is   Exhibit   10(d)   to  Integra   Financial<PAGE>


         Corporation's Annual Report on Form 10-K for the year ended  December
         31, 1989, is incorporated herein by reference.+

   10(d) Integra  Financial Corporation  Relocation Policy,  which  is Exhibit
         10(e) to Integra  Financial Corporation's Annual Report on  Form 10-K
         for the  year ended  December  31, 1989,  is incorporated  herein  by
         reference.+

   10(e) Deferred  Compensation Plan  for  outside Union  National Corporation
         Directors,   which  is   Exhibit  (10)(iii)(b)   of  Union   National
         Corporation's Annual Report on Form 10-K for the year ended  December
         31, 1983, is incorporated herein by reference.+

   + Management contract or compensation plan or arrangement.
   <PAGE>
   Exhibits index (continued)
   Exhibit 
   Number            Description and Reference

   10(f) Union National Corporation Employee Stock Option Plan of 1984,  which
         is Exhibit  (10)(iii)(g)  of Union  National Corporation's  Quarterly
         Report on  Form  10-Q  for  the  quarter  ended March  31,  1984,  is
         incorporated herein by reference.+

   10(g) Integra Financial Corporation Supplemental Executive Retirement Plan,
         which  is Exhibit  10(g)  to Integra  Financial  Corporation's Annual
         Report  on  Form  10-K  for  the  year ended  December  31,  1994, is
         incorporated herein by reference.+

   10(h) Integra Financial Corporation Supplemental Profit Sharing Plan, which
         is Exhibit 10(j) to Integra Financial Corporation's Annual  Report on
         Form 10-K  for the  year  ended December  31, 1990,  is  incorporated
         herein by reference.+

   10(i) Integra  Financial Corporation  Supplemental Defined  Benefit Pension
         Plan,  which  is Exhibit  10(k)  to  Integra  Financial Corporation's
         Annual Report on Form 10-K for the  year ended December 31, 1990,  is
         incorporated herein by reference.+

   10(j) Pennbancorp  Key Employee  Stock Option  Plan, as  amended, which  is
         Exhibit  10(a)  and   Exhibit  10(b)  of  Pennbancorp's  Registration
         Statement on  Form S-4 filed August  16, 1985 (File  No. 2-99721), is
         incorporated herein by reference.+

   10(k) Form of  Employment Agreement, as amended,  between Integra Financial
         Corporation  and Messrs.  Roemer, Carroll,  Skillington  and Echement
         dated November 1,  1990, which is Exhibit 10(k) to  Integra Financial
         Corporation's Annual Report on Form 10-K for the year ended  December
         31, 1994 is incorporated herein by reference.+

   10(l) Form  of Change  of Control  Agreement,  as amended,  between Integra
         Financial  Corporation  and  Messrs.  Golonski,  Stevenson,  Wolbert,
         Hartle, Mahany, Smocer and Ms. York and certain other senior officers
         dated November 1, 1990.+*

   10(m) Integra Financial  Corporation  Management Incentive  Plan, which  is
         Exhibit A of  Integra Financial Corporation's  Registration Statement
         on  Form  S-8  filed  January  26, 1995,  is  incorporated  herein by
         reference.+
<PAGE>


   10(n) Integra  Financial  Corporation  Non-Employee Directors  Stock Option
         Plan,  which   is  Exhibit  B  of   Integra  Financial  Corporation's
         Registration Statement  on  Form  S-8  filed  January  26,  1995,  is
         incorporated herein by reference.+

   10(o) Consulting agreement dated August 27, 1995, between Integra Financial
         Corporation and William F. Roemer.+*

   21    Subsidiaries of the Registrant.*
   23    Consent of Coopers & Lybrand L.L.P.*
   24    Powers of Attorney.*
   27    Financial Data Schedule.*

   *  Filed herewith.
   +  Management contract or compensation plan or arrangement.<PAGE>