Exhibit
10(v)

     

    [Date]

     

    Via Hand
Delivery

    


    [Senior
Executive Officer Name and Address]

    


    Dear
[Senior Executive Officer]:

     

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

     

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

     

    
      	
               
      

            	
              1.

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

            


    

     

    
      	
               
      

            	
              2.

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

            


    

     

    
      	
               
      

            	
              3.

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

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              4.

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

            


    

     

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

     

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

     

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

     

    "Covered
Employee" means for purposes of paragraph 1, 2, and 4 a "senior executive
officer" of the Company, as defined under EESA, plus (i) for purposes of
paragraph 1 above, the next 20 most highly paid employees of the Company and
(ii) for purposes of paragraph 2 above, the next five most highly paid employees
of the Company and for purposes of paragraph 3, the five most highly compensated
employees of the Company.

     

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

     

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

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

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

     

    
      
        
          
            
              
                	
                        Sincerely
      yours,

                      
	 
      	 
      
	
                        INTEGRA
      BANK CORPORATION

                      
	 
      	 
      
	
                        By:

                      	 
      
	 
      	
                        [Name]

                      
	 
      	
                        [Title]

                      


              

            

          

        

      

    

     

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

     

    
      
        
          
            
              
                
                  	 
	
                          [Name
      of Senior Executive Officer]

                        
	 
      
	 
	
                          Date