UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

Filed by the
Registrant x

Filed by a
Party other than the Registrant o

Check the
appropriate box:

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|o | Preliminary
 Proxy Statement                                                    
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|o | Confidential, for Use of the Commission
 Only (as permitted by Rule 14a-6(e)(2))
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|x | Definitive
 Proxy Statement                                                     
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|o | Definitive
 Additional Materials                                                
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|o | Soliciting
 Material Pursuant to § 240.14a-12                                   

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|------------------------------------------------
|IntriCon Corporation                            
|                                                
|(Name of Registrant as Specified In Its Charter)

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|-------------------------------------------------------------------------
|Not Applicable                                                           
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|(Name of Person(s) Filing Proxy Statement, if other than the
 Registrant)

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(INTRICON LOGO)

INTRICON CORPORATION
1260 Red Fox Road
Arden Hills, Minnesota 55112

March 13, 2009

Dear
Shareholder:

It
is my great pleasure to invite you to attend the 2009 Annual Meeting of
Shareholders (the Annual Meeting). The Annual Meeting will be held on
Wednesday, April 15, 2009 at 11:30 a.m., local time, at the Hampton Inn North
located at 1000 Gramsie Road, Shoreview, Minnesota 55126.

At
this years Annual Meeting our shareholders will vote on the election of two
directors, each to hold office for a term of three years and until their
successor is duly elected and qualified, and on the ratification of the
appointment of Virchow, Krause & Company, LLP as IntriCon Corporations
independent auditor for fiscal year 2009. The official notice of the Annual
Meeting, together with the proxy statement and proxy card, are enclosed.

The
vote of every shareholder is important. Therefore, whether or not you expect to
attend the meeting in person, I urge you to sign and date the enclosed proxy card
and return it promptly in the envelope provided for that purpose. You also have
the option of voting by telephone. If you choose to vote by telephone you may
call toll-free in the U.S. or Canada, 1-866-578-5350 on a touch-tone telephone.
You also have the option of voting over the Internet. To do so, log on to
www.votestock.com and follow the web site instructions. Once you have cast your
vote, be sure to click on Accept Vote. If you vote by telephone or
electronically over the Internet, you do not need to return your proxy card.

Thank
you for your continued interest in IntriCon Corporation. I look forward to
seeing you at the Annual Meeting.

| |                                      
| | -------------------------------------
| | Sincerely,                           
| |                                      
| | -s- Mark S. Gorder                   
| |                                      
| | Mark S.
 Gorder                      
| | President and Chief Executive Officer

---

(INTRICON LOGO)

INTRICON CORPORATION
1260 Red Fox Road
Arden Hills, Minnesota 55112

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held April 15, 2009

The
2009 Annual Meeting of Shareholders (the Annual Meeting) of IntriCon
Corporation (the Corporation) will be held on Wednesday, April 15, 2009 at
11:30 a.m., local time, at the Hampton Inn North located at 1000 Gramsie Road,
Shoreview, Minnesota 55126 for the following purposes:

| |     |                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------
| | (1) | to elect two
 directors, each to hold office for a term of three years and until their successor
 is duly elected and qualified;
| |     |                                                                                                                                 
| | (2) | to ratify
 the appointment of Virchow, Krause & Company, LLP as the Corporations
 independent auditor for fiscal year 2009; and
| |     |                                                                                                                                 
| | (3) | to transact
 such other business as may properly come before the Annual Meeting or any of
 its adjournments or postponements.   

The
Board of Directors has fixed the close of business on March 6, 2009 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting or any adjournment or postponement thereof. If the
Annual Meeting is adjourned because of the absence of a quorum, those
shareholders entitled to vote who attend the adjourned Annual Meeting, although
constituting less than a quorum as provided herein, shall nevertheless
constitute a quorum for the purpose of electing directors. If the Annual
Meeting is adjourned for one or more periods aggregating at least 15 days
because of the absence of a quorum, those shareholders entitled to vote who
attend the reconvened Annual Meeting, if less than a quorum as determined under
applicable law, shall nevertheless constitute a quorum for the purpose of
acting upon any other matter set forth in this Notice of Annual Meeting.

All
shareholders are cordially invited to attend the meeting, but whether or not
you expect to attend the meeting in person, please mark, sign and date the
enclosed proxy card and return it promptly in the envelope provided in order
that your shares may be voted.

You
also have the option of voting by telephone. If you choose to vote by telephone
you may call toll-free in the U.S. or Canada, 1-866-578-5350 on a touch-tone
telephone. You also have the option of voting over the Internet. To do so, log
on to www.votestock.com and follow the web site instructions. Once you have
cast your vote, be sure to click on Accept Vote. If you attend the meeting,
you may revoke your proxy and vote in person. The deadline to vote
telephonically or over the Internet is Tuesday, April 14, 2009, 11:59 p.m.,
eastern daylight time. If you vote by telephone or electronically over the
Internet, you do not need to return your proxy card.

If
your shares are held in street name (that is, if your stock is registered in
the name of your broker, bank, or other nominee), please contact your broker,
bank or nominee to determine whether you will be able to vote by telephone or
electronically through the Internet.

---

Important
Notice Regarding the Availability of Proxy Materials for
The Annual Meeting of Shareholders to be held on April 15, 2009

The SEC has adopted
new rules to allow proxy materials to be posted on the Internet and to provide
only a Notice of Internet Availability of Proxy Materials to shareholders. For
this proxy statement, the Company has chosen to follow the SECs full set
delivery option and we are mailing a full set of our proxy materials to the
Companys shareholders. As required by the new rules, we also are posting this
Proxy Statement and our Annual Report on Form 10-K online. The Proxy materials
are available at www.stocktrans.com/eproxy/intricon2009.

Meeting directions
are available by calling our executive offices at (651) 636-9770.

|                        |                                    
|----------------------- | -----------------------------------
|                        | By Order of
 the Board of Directors
|                        |                                    
|                        | -s- Michael J. McKenna             
|                        |                                    
|                        | Michael J.
 McKenna                
|                        | Chairman of
 the Board             
|                        |                                    
|March
 13, 2009         |                                    
|Arden
 Hills, Minnesota |                                    

---

(INTRICON LOGO)

INTRICON CORPORATION
1260 Red Fox Road
Arden Hills, Minnesota 55112

PROXY STATEMENT

This
proxy statement and the enclosed proxy are being furnished to shareholders of
IntriCon Corporation (the Corporation) in conjunction with the solicitation
of proxies by the Board of Directors of the Corporation for use at the 2009
Annual Meeting of Shareholders (the Annual Meeting) to be held on Wednesday,
April 15, 2009 at the Hampton Inn North located at 1000 Gramsie Road,
Shoreview, Minnesota 55126, at 11:30 a.m., local time, and any adjournment or
postponement of the Annual Meeting. This Proxy Statement and accompanying form
of proxy are first being sent or given to shareholders on or about March 13,
2009.

The
Board of Directors has fixed the close of business on March 6, 2009 as the
record date for determination of the shareholders entitled to notice of and to
vote at the Annual Meeting. As of March 6, 2009, there were 5,343,079 shares of
common stock, par value $1.00 per share (the Common Shares) of the
Corporation outstanding, each of which is entitled to one vote on all matters
to be presented at the Annual Meeting.

Proxies
in the form enclosed, if properly executed and received in time for voting, and
not revoked, will be voted as directed on the proxies. If no directions to the
contrary are indicated, the persons named in the proxy will vote all of your
Common Shares for the election of the two nominees for director and for the
ratification of the appointment of Virchow, Krause & Company, LLP as the
Corporations independent auditor for fiscal year 2009. With respect to any
other matter that properly comes before the meeting, the proxy holders will
vote the proxies in their discretion in accordance with their best judgment.
Because the proxy is revocable, sending in a signed proxy will not affect a
shareholders right to attend the Annual Meeting and vote in person. You also
have the option of voting by telephone. If you choose to vote by telephone you
may call toll-free in the U.S. or Canada, 1-866-578-5350 on a touch-tone
telephone. You also have the option of voting over the Internet. To do so, log
on to www.votestock.com and follow the web site instructions. Once you have
cast your vote, be sure to click on Accept Vote. The deadline to vote
telephonically or over the Internet is Tuesday, April 14, 2009, 11:59 p.m.,
eastern daylight time.

Any
shareholder who submits a proxy may revoke it at any time before the proxy is
voted at the Annual Meeting by delivering a later dated proxy or by giving
written notice to the Secretary of the Corporation or attending the Annual
Meeting in person and so requesting. If you vote by telephone or over the
Internet, you may change your vote telephonically or over the Internet by
following the procedures used to submit your initial vote. The last vote
received chronologically will supersede any prior votes. Attendance at the
Annual Meeting will not by itself revoke a previously granted proxy.

1

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The
presence, in person or represented by proxy, of the holders of a majority of
the outstanding Common Shares will constitute a quorum for the transaction of
business at the Annual Meeting. All Common Shares present in person or
represented by proxy (including broker non-votes) and entitled to vote at the
Annual Meeting, no matter how they are voted or whether they abstain from
voting, will be counted in determining the presence of a quorum. If the Annual
Meeting is adjourned because of the absence of a quorum, those shareholders
entitled to vote who attend the adjourned Annual Meeting, although constituting
less than a quorum as provided herein, shall nevertheless constitute a quorum
for the purpose of electing directors. If the Annual Meeting is adjourned for
one or more periods aggregating at least 15 days because of the absence of a
quorum, those shareholders entitled to vote who attend the reconvened Annual
Meeting, if less than a quorum as determined under applicable law, shall
nevertheless constitute a quorum for the purpose of acting upon any other
matter set forth in the Notice of Annual Meeting.

Each
Common Share is entitled to one vote on each matter that may be brought before
the Annual Meeting. The election of the director will be determined by a
plurality vote and the two nominees receiving the highest number of for votes
will be elected. Approval of any other proposal, including ratification of the
appointment of Virchow, Krause & Company, LLP as the Corporations
independent auditor for fiscal year 2009, will require the affirmative vote of
a majority of the shares entitled to vote and present in person or represented
by proxy at the Annual Meeting. Under our Bylaws and the Pennsylvania Business
Corporation Law, an abstention or withholding of authority to vote will have
the same legal effect as an against vote and will be counted in determining
whether the proposal has received the required shareholder vote; however, a
broker non-vote will have no effect on whether the proposal has received the
required shareholder vote.

The
cost of this solicitation will be borne by the Corporation. In addition to
solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or teletype by officers, directors or employees of the Corporation,
without additional compensation. Upon request, the Corporation will pay the
reasonable expenses incurred by record holders of the Corporations Common
Shares who are brokers, dealers, banks or voting trustees, or their nominees,
for mailing proxy materials to the beneficial owners of the shares they hold of
record.

2

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PROPOSAL 1

ELECTION OF DIRECTORS

The
Board of Directors currently consists of five members divided into three
classes.

The
Board of Directors, based upon the recommendation of the Nominating and
Corporate Governance Committee, has nominated Philip N. Seamon and Nicholas A.
Giordano for election as directors at the Annual Meeting to serve until the
2012 annual meeting of shareholders and until his respective successor has been
duly elected and qualified. Each nominee is a current director of the
Corporation and previously has been elected as a director by the Corporations
shareholders. Messrs. Seamon and Giordano have each indicated their willingness
to continue serving as directors. The Board of Directors knows of no reason why
the nominees would be unable to serve as directors. If either of the nominees
are for any reason be unable to serve, then the proxies will be voted for the
election of such substitute nominee as the Board of Directors may designate,
unless the Board of Directors reduces the number of directors on the board.

Assuming
a quorum is present, the two nominees receiving the highest number of for
votes will be elected. For such purposes, an abstention, the withholding of
authority to vote or broker non-vote will not be counted in determining
whether the nominee has received the required shareholder vote. The Board of
Directors recommends that the shareholders vote for the election of each of
Messrs. Seamon and Giordano as a director for the ensuing term.

The
following table sets forth certain information concerning the nominees and the
persons whose terms as directors will continue after the Annual Meeting,
including their ages and principal occupations during the past five years:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                 |  |               | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ------------- | 
|Name, Age and Occupation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Director
 Since |  | Term
 Expires | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                 |  |               | 
|Nominees for
 Election                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                 |  |               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                 |  |               | 
|Philip N.
 Seamon (61) became a director in September 2006. Currently, Mr. Seamon is
 President of Philip N. Seamon, Inc., a consulting firm specializing in
 operational and financial business restructuring services. Until his
 retirement in August 2006, Mr. Seamon was a senior managing director in
 the corporate finance practice of FTI Consulting, Inc., a provider of a wide
 range of business and financial advisory and consulting services. Previously,
 Mr. Seamon was a partner and the service line leader of
 PricewaterhouseCoopers Business Recovery Services practice in their
 Philadelphia office. FTI Consulting acquired this practice in September 2002.
 Prior to joining PricewaterhouseCoopers, Mr. Seamon held management and
 partnership positions in both commercial and investment banking organizations. |  | 2006            |  | 2009          | 

3

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                 |  |               | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ------------- | 
|Name, Age and Occupation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Director
 Since |  | Term
 Expires | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                 |  |               | 
|Nicholas A.
 Giordano (66) became a director in December 2000. Mr. Giordano has been a
 business consultant and investor since 1997. Mr. Giordano was Interim
 President of LaSalle University from July 1998 to June 1999. From 1981 to
 1997, Mr. Giordano was President and Chief Executive Officer of the
 Philadelphia Stock Exchange. Mr. Giordano serves as a trustee of W.T. Trust
 and Kalmar Pooled Investment Trust, mutual funds, and as a director of
 Independence Blue Cross of Philadelphia, a health insurance company, and The
 RBB Fund, Inc., a mutual funds company. |  | 2000            |  | 2009          | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                 |  |               | 
|Continuing
 Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                 |  |               | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                 |  |               | 
|Mark S.
 Gorder (62) became a director in January 1996. Mr. Gorder has served as the
 President and Chief Executive Officer of the Corporation since April 2001;
 President and Chief Operating Officer of the Corporation from December 2000
 to April 2001; and Vice President of the Corporation from 1996 to December
 2000. Mr. Gorder has been President and Chief Executive Officer of IntriCon,
 Inc., a subsidiary of the Corporation, since 1983.                                                                                                                               |  | 1996            |  | 2010          | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                 |  |               | 
|Michael J.
 McKenna (74) became a director in June 1998 and has served as Chairman of the
 Board of Directors of the Corporation since April 2001. In March 2001, Mr.
 McKenna retired as the Vice Chairman and a Director of Crown Cork & Seal
 Company, Inc., a manufacturing company. From 1995 to 1998, Mr. McKenna was
 the President and Chief Operating Officer and, prior to 1995, was the
 Executive Vice President and President of the North American Division of
 Crown Cork & Seal Company, Inc.                                                                             |  | 1998            |  | 2010          | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                 |  |               | 
|Robert N.
 Masucci (71) became a director in February 2002. Mr. Masucci has served as
 the Chairman of the Board of Montgomery Capital Advisors, Inc., a consulting
 company, since 1990 and Chairman of the Board of Barclay Brand Ferdon, Inc.,
 a distribution company, since 1996. Prior to 1990, Mr. Masucci was President
 and Chief Executive Officer of Drexel Industries, Inc., a forklift
 manufacturer.                                                                                                                                                                        |  | 2002            |  | 2011          | 

Messrs.
Giordano and Masucci are first cousins.

Independence of the Board of Directors

Under
our corporate governance guidelines, the Board, with the assistance of legal
counsel and the Nominating and Corporate Governance Committee, uses the current
standards for independence established by The Nasdaq Stock Market, LLC,
referred to in the remainder of this proxy statement as Nasdaq, to determine
director independence. The Board of Directors has determined that the following
directors, constituting a majority of the members of the Board, are independent
as defined in the corporate governance rules of the Nasdaq Stock Market, LLC:
Messrs. Giordano, Masucci, McKenna and Seamon.

4

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The
independence standards of Nasdaq are composed of objective standards and
subjective standards. Under the objective standards, a director will not be
deemed independent if he directly or indirectly receives payments for services
(other than as a director) in excess of certain thresholds or if certain
described relationships exist. Under the subjective independence standard, a
director will not be deemed independent if he has a material relationship with
the Corporation that, in the view of the Board, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director. Under the Nasdaq rules, an independent director must satisfy both the
objective and the subjective standards.

In
evaluating the independence of Mr. Seamon, the Board considered that Mr. Seamon
was a senior managing director in the corporate finance practice of FTI
Consulting, Inc., which provided consulting services to the Corporation in
2005, but did not provide any services in 2006, 2007 or 2008. The Board
determined that Mr. Seamon was independent under the objective Nasdaq standards
because: (i) no payments were made to Mr. Seamon directly in exchange for the
services provided to the Corporation by FTI Consulting, Inc. and (ii) the amounts
paid to FTI Consulting, Inc. did not exceed the thresholds contained in the
Nasdaq standards. The Board also determined that Mr. Seamon was independent
under the subjective Nasdaq standard for the reasons discussed above and
because: (i) the last payment made by the Corporation to FTI Consulting, Inc.
was in 2005 and the Corporation did not use FTI Consulting in 2006, 2007 or
2008, and (ii) Mr. Seamon was no longer an employee of FTI Consulting.

In
evaluating the independence of Mr. McKenna, the Board considered that a partner
of the law firm retained by the Corporation since 2002 is the son-in-law of Mr.
McKenna. See Certain Relationships and Related Party Transactions. The Board
determined that Mr. McKenna was independent under the objective Nasdaq
standards because: (i) no payments were made to Mr. McKenna or his son-in-law
directly in exchange for the services provided to the Corporation by the law
firm and (ii) the amounts paid to the law firm did not exceed the thresholds
contained in the Nasdaq standards. The Board also determined that Mr. McKenna
was independent under the subjective Nasdaq standard for the reasons discussed
above and because Mr. McKennas son-in-law was not personally involved in the
law firms legal representation of the Corporation.

Communication with the Board

Shareholders
may communicate with the Board of Directors, including any individual director,
by sending a letter to the Board of Directors, c/o Corporate Secretary,
IntriCon Corporation, 1260 Red Fox Road, Arden Hills, Minnesota 55112. The
Corporate Secretary has the authority to disregard any inappropriate
communications or to take other appropriate actions with respect to any such
inappropriate communications. If deemed an appropriate communication, the
Corporate Secretary will submit your correspondence to the Chairman of the
Board or to any specific director to whom the correspondence is directed.

Meetings of the Board and Committees

The
Corporations Board of Directors held ten meetings in 2008. During 2008, all
directors of the Corporation attended at least 75% of the total number of
meetings of the Board of Directors of the Corporation and all committees of
which they were members.

Attendance at Annual Meeting of Shareholders

The
Board of Directors has adopted a policy that all of the directors should attend
the annual meeting of shareholders, absent exceptional cause. All five of the
directors attended the 2008 annual meeting of shareholders.

5

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Code of Ethics

The
Corporation has adopted a code of ethics that applies to its directors,
officers and employees, including its chief executive officer, chief financial
officer, controller and persons performing similar functions. Copies of the
Corporations code of ethics are available without charge upon written request
directed to Cari Sather, Director of Human Resources, IntriCon Corporation,
1260 Red Fox Road, Arden Hills, MN 55112. A copy of the code of ethics is also
available on the Corporations website: www.intricon.com. The Corporation
intends to satisfy the disclosure requirement under Item 5.05 of SEC Form 8-K
regarding any future amendments to a provision of its code of ethics by posting
such information on the Corporations website: www.intricon.com.

Director Compensation for 2008

The
following table sets forth information concerning the compensation earned
during the year ended December 31, 2008 by each of our directors that was not
also an employee.

|                     |  |                                      |     |                        |   |                         |  |                               |  |            |   |  |  |        |  | 
|-------------------- |  | ------------------------------------ | --- | ---------------------- | - | ----------------------- |  | ----------------------------- |  | ---------- | - |  |  | ------ |  | 
|Name                 |  | Fees Earned
 or 
 Paid in Cash 
 ($) |     | Stock
 Awards (1)
 ($) |   | Option
 Awards (2)
 ($) |  | All Other 
 Compensation
 ($) |  | Total
 ($) |  
|Nicholas A. Giordano |  | 45,500                               |     |                        | 3⁄4 |                         |  | 18,597                        |  |            | 3⁄4 |  |  | 64,097 |  | 
|Robert N. Masucci    |  | 38,500                               |     |                        | 3⁄4 |                         |  | 18,597                        |  |            | 3⁄4 |  |  | 57,097 |  | 
|Michael J. McKenna   |  | 63,500                               | (3) |                        | 3⁄4 |                         |  | 20,152                        |  |            | 3⁄4 |  |  | 83,652 |  | 
|Philip N. Seamon     |  | 34,000                               |     |                        | 3⁄4 |                         |  | 20,887                        |  |            | 3⁄4 |  |  | 54,887 |  | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(1) | We have not granted any
 stock awards to our directors. Under the Non-Employee Director and
 Executive Officer Stock Purchase Program, directors may purchase Common
 Shares directly from the Corporation at the last reported sale price on the
 date that the election to purchase is made. During 2008, Mr. Giordano
 purchased 5,000 Common Shares from the Corporation under this program at a
 cost of $21,250. See Non-Employee Director and Executive Officer Stock
 Purchase Program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | The amounts included in the
 Option Awards column represent the compensation cost we recognized in 2008
 related to option awards granted in 2008 and prior years, in accordance with
 Statement of Financial Accounting Standards No. 123(R). For a discussion of
 valuation assumptions, see Note 12 to our consolidated financial statements
 included in our annual report on Form 10-K for the fiscal year ended December
 31, 2008. However, as required by SEC regulations, the amounts shown
 exclude the impact of estimated forfeitures related to service-based vesting
 conditions. The grant date fair
 value of each stock option award made in 2008 to each of Messrs. Giordano,
 Masucci, and Seamon was $33,854 and to Mr. McKenna was $40,625. As of
 December 31, 2008, the number of stock option awards held by our non-employee
 directors was: Mr. Giordano  75,000; Mr. Masucci  75,000; Mr.
 McKenna 79,500; and Mr. Seamon  25,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | Pursuant to the
 Non-Employee Directors Stock Fee Election Program, Mr. McKenna elected
 to have a total of $12,235 of his director fees paid in Common Shares and
 received 1,902 Common Shares. See Non-Employee Directors Stock Fee Election
 Program.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

For
2008, the Chairman of the Board received an annual retainer of $49,000. The
Chairman of the Audit Committee received an annual retainer of $34,000. Each
non-employee member of the Board, other than the Chairman of the Board and the
Chairman of the Audit Committee, received an annual retainer of $24,000. Each
of the annual retainers was paid on a quarterly basis. In addition, each
non-employee member of the Board received $1,000 for each Board meeting
attended in person and $500 for each telephonic meeting of the Board attended,
and $1,000 for each committee meeting attended in person and $500 for each
telephonic meeting of the committee attended of which such non-employee member
of the Board is a member; however, no fee was payable for telephonic board and
committee meetings that last less than 30 minutes.

6

---

Directors
are eligible to receive awards under the 2006 Equity Incentive Plan. The
Compensation Committee has approved the automatic grant of options to
non-employee directors who are re-elected or continue as a non-employee
director at each annual meeting of shareholders as follows: chairman of the
board - options to purchase 12,000 Common Shares and each other non-employee
director - options to purchase 10,000 Common Shares. Accordingly, following the
2008 annual meeting, Mr. McKenna, in his capacity as chairman of the board, was
granted an option to purchase 12,000 Common Shares, while each of Messrs.
Giordano, Masucci, and Seamon was granted an option to purchase 10,000 Common
Shares, in each case at an exercise price of $8.98 per share, the fair market
value on the date of the grant. Assuming that they are re-elected or continue
as a director, as the case may be, at the 2009 annual meeting, the chairman of
the board will receive an option to purchase 12,000 Common Shares, and each of
the other non-employee directors will receive an option to purchase 10,000
Common Shares, in each case at an exercise price equal to the fair market value
of the Common Shares on the date of the 2009 annual meeting. All director
options vest in three equal, annual installments beginning one year after the
date of grant, except that the options will become immediately exercisable upon
a change in control as defined in the 2006 Equity Incentive Plan or the death
or disability of the recipient, and expire ten years after the date of grant,
unless terminated earlier by the terms of the option.

Non-Employee Directors Stock Fee Election
Program

In
December 2006, the Board of Directors approved the Non-Employee Directors Stock
Fee Election Program, referred to as the Program, as an award under the 2006
Equity Incentive Plan. The Program gives each non-employee director the right
under the 2006 Equity Incentive Plan to elect to have some or all of his quarterly
director fees paid in Common Shares rather than cash. The minimum amount that
can be the subject of such election by a director is 25% of his quarterly
director fees. The shares to be issued will be valued based on the last
reported sale price of the Common Shares as reported on Nasdaq on the first
business day of each calendar quarter when quarterly director fees are paid.
The number of shares that will be issued for any such quarterly director fees
with respect to which an election is in effect will be equal to the amount of
the election divided by the applicable last sale price. No fractional shares
will be issued and a director will receive cash in lieu of any fractional
shares. That portion of the quarterly director fees for which no election is in
effect will continue to be paid in cash. The shares so purchased will be deemed
fully vested as of the quarterly payment date. In 2008, Mr. McKenna elected to
have a total of $12,235 of his director fees paid in Common Shares and received
1,902 Common Shares.

Non-Employee Director
and Executive Officer Stock Purchase Program.

In
July 2008, the Compensation Committee approved the Non-Employee Director and
Executive Officer Stock Purchase Program (the Purchase Program) as an award
under the 2006 Equity Incentive Plan. The purpose of the Purchase Program is to
permit the Companys non-employee directors and executive officers to purchase
Common Shares directly from the Corporation. Pursuant to the Purchase Program,
participants may elect to purchase Common Shares not exceeding an aggregate of
$100,000 during any fiscal year. Participants may make such election one time
during each ten business day period following the public release of the
Corporations earnings announcement (a Window Period) and only if such
participant is not in possession of material, non-public information concerning
the Corporation and subject to the discretion of the Board to prohibit any
transactions in Common Shares by directors and executive officers during a
Window Period. The purchase price of the Common Shares to be issued pursuant to
the Program will be equal to the last reported sale price of the Common Shares
as reported on the Nasdaq Global Market on the business day on which the
election is made. Elections by participants may not be modified or revoked.
During 2008, Mr. Giordano purchased 5,000 Common Shares from the Corporation
under the Purchase Program at a cost of $21,250.

7

---

Director Share Ownership Requirements

In
April 2006, the Nominating and Corporate Governance Committee adopted a policy
that all directors must purchase and own Common Shares with a purchase price
equal to at least one-years annual director fees. All directors are in
compliance with this policy.

Committees of the Board

The
Board of Directors of the Corporation has established an Audit Committee, a
Compensation Committee and a Nominating and Corporate Governance Committee.

Audit
Committee.The Board of Directors of the
Corporation has appointed a standing Audit Committee consisting of Messrs.
Giordano (Chairman), Masucci, and McKenna. The Board of Directors has
determined that each member of the Audit Committee is independent, as defined
in applicable Nasdaq corporate governance rules and SEC regulations. In addition,
the Board of Directors has determined that Mr. Giordano qualifies as an audit
committee financial expert, as defined in applicable SEC rules. The Audit
Committee held ten meetings in 2008.

The
Audit Committee is governed by a written charter approved by the Board of
Directors, a copy of which is available on our website at www.intricon.com. The
principal duties of the Audit Committee are to monitor the integrity of the
financial statements of the Corporation, the compliance by the Corporation with
legal and regulatory requirements and the independence and performance of the
Corporations independent auditors. The Audit Committee also approves all
related party transactions and establishes procedures for (i) the receipt,
retention and treatment of complaints received by the Corporation regarding
accounting, internal accounting controls or auditing matters, and (ii) the
confidential, anonymous submissions by the Corporations employees of concerns
regarding questionable accounting or auditing matters. In addition, the
Committee selects the firm to be engaged as the Corporations independent
public accountants, and approves the engagement of the independent public
accountants for all non-audit activities permitted under the Sarbanes-Oxley Act
of 2002. The report of the Audit Committee appears on page 35.

Compensation
Committee.The Board of Directors of the
Corporation has appointed a standing Compensation Committee currently
consisting of Messrs. McKenna (Chairman), Seamon, and Masucci. The Board of
Directors has determined that each member of the Compensation Committee is
independent, as defined in applicable Nasdaq corporate governance rules. The
Compensation Committee reviews and makes recommendations to the Board of
Directors concerning officer compensation and officer and employee bonus
programs and administers the 2006 Equity Incentive Plan, Corporations 2001
Stock Option Plan, Amended and Restated 1994 Stock Option Plan, Non-Employee
Directors Stock Option Plan and Employee Stock Purchase Plan. The Compensation
Committee met five times in 2008.

The
Compensation Committee is governed by a written charter approved by the Board
of Directors, a copy of which is available on our website at www.intricon.com.
The principal duties of the Compensation Committee are to formulate, evaluate
and approve the compensation of the Corporations executive officers, oversee
all compensation programs involving the issuance of the Corporations stock and
other equity securities of the Corporation, and, if required, review and
discuss with the Corporations management the Compensation Discussion and
Analysis and preparing the Committees report thereon for inclusion in the
Corporations annual proxy statement in accordance with applicable rules and
regulations.

8

---

A
discussion of the Compensation Committees processes and procedures for the
consideration and determination of executive and director compensation is
included in Compensation Discussion and Analysis.

Nominating
and Corporate Governance Committee.The Board of
Directors of the Corporation has appointed a standing Nominating and Corporate
Governance Committee currently consisting of Messrs. McKenna (Chairman),
Giordano, Masucci and Seamon. The Board of Directors has determined that each
member of the Nominating and Corporate Governance Committee is independent, as
defined in applicable Nasdaq corporate governance rules. The Nominating and
Corporate Governance Committee met once in 2008.

The
Nominating and Corporate Governance Committee is governed by a written charter
approved by the Board of Directors, a copy of which is available on our website
at www.intricon.com. The principal duties of the Nominating and Corporate
Governance Committee are to identify individuals qualified to become members of
the Board consistent with the criteria approved by the Committee, consider
nominees made by shareholders in accordance with the Corporations bylaws,
select, or recommend to the Board, the director nominees for each annual
shareholders meeting, recommend to the Board directors to be appointed to each
Committee of the Board, recommend to the Board whether to increase or decrease
the size of the Board, develop and recommend to the Board corporate governance
principles and oversee the evaluations of the Board and senior management.

Director Nomination Process

Consideration
of Director Candidates Recommended by Shareholders.
The Nominating and Corporate Governance Committee will consider properly
submitted shareholder recommendations for director candidates. A shareholder
who wishes to recommend a prospective director nominee should send a signed and
dated letter to the Chairman of the Nominating and Corporate Governance
Committee, c/o Corporate Secretary, IntriCon Corporation, 1260 Red Fox Road,
Arden Hills, Minnesota 55112 with the following information:

| |   |                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the name and
 address of the shareholder making the recommendation and of each recommended
 nominee;                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                              
| |  | a
 representation that the shareholder is a holder of record, and/or a
 beneficial owner, of voting stock of the Corporation entitled to vote at the
 meeting and intends to appear in person or by proxy at the meeting to vote
 for the person(s) recommended if nominated;                                                
| |   |                                                                                                                                                                                                                                                                                                                              
| |  | a
 description of all arrangements and understandings between the shareholder
 and each recommended nominee and any other person(s), naming such person(s),
 pursuant to which the recommendation was submitted by the shareholder;                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                              
| |  | such other
 information regarding each recommended nominee as would be required to be
 included in a proxy statement filed pursuant to the proxy rules of the SEC
 had the nominee been nominated by the Nominating and Corporate Governance
 Committee, including the principal occupation of each recommended nominee;
 and
| |   |                                                                                                                                                                                                                                                                                                                              
| |  | the consent
 of each recommended nominee to serve as a director if so nominated and
 elected.                                                                                                                                                                                                                                

The deadline for submitting the letter
recommending a prospective director nominee for the 2010 annual meeting of
shareholders is November 13, 2009. All late or non-conforming recommendations
will be rejected.

9

---

In
addition, under the Corporations bylaws, shareholders are permitted to
nominate directors to be elected at a meeting of shareholders by providing
notice and the other required information specified in the bylaws. Although
shareholders may nominate directors, such nominees will not appear in the
Corporations proxy statement or in the proxy solicited by the Board of
Directors. The Corporations amended and restated bylaws are available, at no
cost, at the SECs website, www.sec.gov, as Exhibit 3.1 to the Corporations
Current Report on Form 8-K filed October 12, 2007 or upon the shareholders
written request directed to the Corporate Secretary at the address given above.

Director
Qualifications. The Nominating and Corporate
Governance Committee has the sole authority to select, or to recommend to the
Board of Directors, the Board of Director nominees to be considered for
election as a director. Nominees for director must be at least 21 years old.
Nominees for director will be selected on the basis of outstanding achievement
in their careers; broad experience; education; independence under applicable
Nasdaq and SEC rules; financial expertise; integrity; financial integrity;
ability to make independent, analytical inquiries; understanding of the
business environment; and willingness to devote adequate time to Board and
committee duties. The proposed nominee should have sufficient time to devote
their energy and attention to the diligent performance of the directors
duties, including attendance at Board and committee meetings and review of the
Corporations financial statements and reports, SEC filings and other
materials. Finally, the proposed nominee should be free of conflicts of
interest that could prevent such nominee from acting in the best interest of
shareholders.

Additional
special criteria apply to directors being considered to serve on a particular
committee of the Board. For example, members of the Audit Committee must meet
additional standards of independence and have the ability to read and
understand the Corporations financial statements.

Identifying
and Evaluating Nominees for Director. The
Nominating and Corporate Governance Committee assesses the appropriate size of
the Board in accordance with the limits fixed by the Corporations charter and
bylaws, whether any vacancies on the Board are expected and what incumbent
directors will stand for re-election at the next meeting of shareholders. If
vacancies are anticipated, or otherwise arise, the Nominating and Corporate
Governance Committee considers candidates for director suggested by members of
the Nominating and Corporate Governance Committee and other Board members as
well as management, shareholders and other parties. The Nominating and
Corporate Governance Committee also has the sole authority to retain a search
firm to identify and evaluate director candidates. Except for incumbent
directors standing for re-election as described below, there are no differences
in the manner in which the Nominating and Corporate Governance Committee
evaluates nominees for director, based on whether the nominee is recommended by
a shareholder or any other party.

In
the case of an incumbent director whose term of office expires, the Nominating
and Corporate Governance Committee reviews such directors service to the
Corporation during the past term, including, but not limited to, the number of
Board and committee meetings attended, as applicable, quality of participation
and whether the candidate continues to meet the general qualifications for a
director outlined above, including the directors independence, as well as any
special qualifications required for membership on any committees on which such
director serves. When a member of the Nominating and Corporate Governance
Committee is an incumbent director eligible to stand for re-election, such
director will not participate in that portion of the Nominating and Corporate
Governance Committee meeting at which such directors potential nomination for
election as a director is discussed by the Nominating and Corporate Governance
Committee.

10

---

In
the case of a new director candidate, the Nominating and Corporate Governance
Committee will evaluate whether the nominee is independent, as independence is
defined under applicable Nasdaq corporate governance rules, and whether the
nominee meets the qualifications for director outlined above as well as any
special qualifications applicable to membership on any committee on which the
nominee may be appointed to serve if elected. In connection with such
evaluation, the Nominating and Corporate Governance Committee determines
whether the committee should interview the nominee, and if warranted, one or
more members of the Nominating and Corporate Governance Committee interviews
the nominee in person or by telephone.

Upon
completing the evaluation, and the interview in case of a new candidate, the
Nominating and Corporate Governance Committee makes a decision as to whether to
nominate the director candidate for election at the shareholders meeting.

11

---

SHARE OWNERSHIP OF CERTAIN BENEFICIAL 
OWNERS, DIRECTORS AND CERTAIN OFFICERS

The
following table sets forth certain information as of March 6, 2009, concerning
beneficial ownership of the Common Shares by (i) persons or groups of persons
shown by SEC records to own beneficially more than 5% of the Common Shares,
(ii) directors and nominees, (iii) the executive officers named in the Summary
Compensation Table included herein and (iv) all directors and executive
officers as a group.

|                                                                                      |  |                                           |  |                   |      |   | 
|------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | ----------------- | ---- | - | 
|Name                                                                                  |  | Number
 of
 Shares Beneficially
 Owned(1) |  | Percent
 of Class |     
|The Trust Company of New Jersey (2)35 Journal SquareJersey City, NJ 07306             |  | 463,700                                   |  |                   | 8.7  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Amivest Capital Management.(3)275 Broadhollow RoadMelville, NY 11747                  |  | 448,700                                   |  |                   | 8.4  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Estate of Siggi B. Wilzig(4)c/o Herrick, Feinstein
 LLP2 Penn Plaza
 Newark, NJ 07105 |  | 336,575                                   |  |                   | 6.3  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Dimensional Fund Advisors LP(5)1299 Ocean Avenue, 11th FloorSanta Monica, CA 90401    |  | 287,058                                   |  |                   | 5.4  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Mark S. Gorder
 Director, President and Chief Executive Officer(6)                    |  | 501,184                                   |  |                   | 9.1  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Robert N. Masucci
 Director (7)                                                       |  | 144,868                                   |  |                   | 2.7  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Michael J. McKenna
 Chairman of the Board of Directors(8)                             |  | 123,117                                   |  |                   | 2.3  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Nicholas A. Giordano
 Director(9)                                                     |  | 96,868                                    |  |                   | 1.8  | % | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Philip N. Seamon
 Director (10)                                                       |  | 23,335                                    |  |                   | *    |   | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Steven M. Binnix
 Vice President and General Manager of RTI Electronics(11)           |  | 30,001                                    |  |                   | *    |   | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Christopher D. Conger
 Vice President, Engineering(12)                                |  | 55,434                                    |  |                   | *    |   | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Michael P. Geraci
 Vice President, Sales(13)                                          |  | 48,334                                    |  |                   | *    |   | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Dennis L. Gonsior
 Vice President, Global Operations(14)                              |  | 44,334                                    |  |                   | *    |   | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Scott Longval
 Chief Financial Officer, Secretary, and Treasurer(15)                  |  | 30,030                                    |  |                   | *    |   | 
|                                                                                      |  |                                           |  |                   |      |   | 
|Greg Gruenhagen
 Vice President, Quality and Regulatory Affairs(16)                   |  | 17,101                                    |  |                   | *    |   | 
|                                                                                      |  |                                           |  |                   |      |   | 
|All Directors and Executive Officers as a Group (11 persons)
(17)                     |  | 1,114,606                                 |  |                   | 18.9 | % | 

|
|
|

12

---

* Less than 1%.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Unless otherwise indicated,
 each person has sole voting and investment power with respect to all such
 shares. The securities beneficially owned by a person are determined in
 accordance with the definition of beneficial ownership set forth in the
 regulations of the Securities and Exchange Commission. The information does
 not necessarily indicate beneficial ownership for any other purpose. The same
 Common Shares may be beneficially owned by more than one person. Beneficial
 ownership, as set forth in the regulations of the Securities and Exchange
 Commission, includes securities as to which the person has or shares voting
 or investment power. Common Shares issuable upon the exercise or conversion
 of securities currently exercisable or convertible or exercisable or
 convertible within 60 days of March 6, 2009 are deemed outstanding for
 computing the share ownership and percentage ownership of the person holding
 such securities, but are not deemed outstanding for computing the percentage
 of any other person. Beneficial ownership may be disclaimed as to certain of
 the securities.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2)  | Based upon a Schedule 13D/A
 filed with the SEC on February 9, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3)  | Based upon a Schedule 13G
 filed with the SEC on January 22, 2007. According to the Schedule 13G,
 Amivest Capital Management is an investment adviser and has sole power to
 vote the shares reported.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(4)  | Based upon a Schedule 13D
 filed with the SEC on October 2, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(5)  | Based upon a Schedule 13G/A
 filed with the SEC on February 9, 2009. According to the Schedule 13G/A,
 Dimensional Fund Advisors LP (Dimensional), is an investment advisor that
 furnishes investment advice to four investment companies, and serves as
 investment manager to certain other commingled group trusts and separate
 accounts. These investment companies, trusts and accounts are the
 Dimensional Funds. In its role as investment advisor or manager,
 Dimensional possesses investment and/or voting power over the Common Shares
 that are owned by the Dimensional Funds, and may be deemed to be the
 beneficial owner of the Common Shares held by the Dimensional Funds. The
 Schedule 13G/A states that to Dimensionals knowledge, no one Dimensional
 Fund beneficially owns five percent or more of the Common Shares. Dimensional
 disclaims beneficial ownership of all of the Common Shares.                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(6)  | Includes 143,334 shares
 which Mr. Gorder has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options. Also includes 5,000 Common Shares
 owned by his spouse and 14,000 Common Shares owned by his daughters. Mr.
 Gorder, whose business address is 1260 Red Fox Road, Arden Hills, MN 55112,
 is also President and Chief Executive Officer of Resistance Technology, Inc.,
 a wholly owned subsidiary of the corporation. Pursuant to the Consumer Pledge
 Agreement dated April 30, 2003 (Consumer Pledge Agreement) between Mr.
 Gorder and U.S. Bank National Association, as lender (the Lender), Mr.
 Gorder pledged 338,850 Common Shares as security for a loan Lender made to
 Mr. Gorder. The loan matures on May 15, 2010. Prior to default, the Consumer
 Pledge Agreement does not grant to the Lender the power to vote or to direct
 the vote of the pledged Common Shares or the power to dispose or direct the
 disposition of the pledged securities.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(7)  | Includes 66,668 shares
 which Mr. Masucci has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(8)  | Includes 69,834 shares
 which Mr. McKenna has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(9)  | Includes 66,668 shares
 which Mr. Giordano has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(10) | Includes 13,335 shares
 which Mr. Seamon has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(11) | Includes 25,001 shares
 which Mr. Binnix has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

13

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|     |                                                                                                                                                                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(12) | Includes 49,834 shares
 which Mr. Conger has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options. Also includes 1,400 shares held by his
 wife through a retirement account.
|     |                                                                                                                                                                                                                     
|(13) | Includes 45,334 shares
 which Mr. Geraci has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                           
|     |                                                                                                                                                                                                                     
|(14) | Includes 43,334 shares
 which Mr. Gonsior has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                          
|     |                                                                                                                                                                                                                     
|(15) | Includes 25,001 shares
 which Mr. Longval has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                          
|     |                                                                                                                                                                                                                     
|(16) | Includes 17,001 shares
 which Mr. Gruenhagen has the right to acquire within 60 days of March 6, 2009
 through the exercise of stock options.                                                                       
|     |                                                                                                                                                                                                                     
|(17) | Includes 565,344 shares
 which directors and executive offices have the right to acquire within 60
 days of March 6, 2009 through the exercise of stock options.                                                    

14

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Background

The
Compensation Committee of our Board of Directors administers our compensation
program for executive officers. The objectives of our compensation program are
to attract and retain talented and dedicated executive officers and to align a
significant portion of their compensation with our business objectives and
performance.

Elements of Executive Compensation

Our
compensation program for executive officers consists of the following elements:

Base Salary. Base
salary is designed to reward the performance of our executive officers in their
daily fulfillment of their responsibilities to us. The Compensation Committee
determines the base salary of each of our executive officers by evaluating
their scope of responsibilities and experience, years of service with us, our
performance and the performance of each of the executive officers during the
past year, the executives future potential and competitive salary practices.
We believe that our base salaries are competitive with other companies of our
size.

Annual Cash
Incentive Compensation. The Compensation
Committees philosophy is that a significant portion of the total potential
compensation of our executive officers should depend upon the degree of our
financial and strategic success in a particular year. The Compensation
Committee approved the 2008 Bonus Plan, which is not set forth in a written
agreement. Pursuant to the 2008 Bonus Plan, each of the executive officers was
eligible to receive a cash bonus based on (i) our exceeding certain earnings
per share target amounts for the fiscal year 2008 and (ii) our achievement of
certain strategic objectives. Each component of the 2008 Bonus Plan accounted
for one-half of the target bonus payable. Depending upon the earnings per share
target amount and the achievement of the strategic objectives, Mr. Gorder was
eligible to receive a bonus of up to 110% of his 2008 base salary and each of
the other executive officers was eligible to receive a bonus of up to 55% of
their respective 2008 base salary.

In
February 2009, the Compensation Committee adopted the Annual Incentive Plan for
Executives and Key Employees for Fiscal Year 2009 (the 2009 Incentive Plan).
For further information, see 2009 Incentive Plan.

Long-Term Incentive Compensation in
the Form of Stock Awards. In 2006, our Board of Directors and
shareholders approved the 2006 Equity Incentive Plan. The 2006 Equity Incentive
Plan is designed to:

| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | promote the
 long-term retention of our employees, directors and other persons who are in
 a position to make significant contributions to our success;
| |   |                                                                                                                                                        
| |  | further reward these employees, directors
 and other persons for their contributions to our growth and expansion;                                      
| |   |                                                                                                                                                        
| |  | provide
 additional incentive to these employees, directors and other persons to continue
 to make similar contributions in the future; and            
| |   |                                                                                                                                                        
| |  | further align the interests of these employees, directors and
 other persons with those of our shareholders.                                           

15

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To
achieve these purposes, the 2006 Equity Incentive Plan permits the Compensation
Committee to make awards of stock options, stock appreciation rights,
restricted stock or unrestricted stock, deferred stock, restricted stock units
or performance awards for our Common Shares. For more information concerning
the 2006 Equity Incentive Plan, see 2006 Equity Incentive Plan.

Stock
options are granted at the fair market value of our Common Shares on the date
of grant. Stock options are granted based on various factors, including the
executives ability to contribute to our long-term growth and profitability.

Employee Stock Purchase Plan.
All of our fulltime employees, including our executive officers (other than Mr.
Gorder), are entitled to participate in our Employee Stock Purchase Plan. Under
this Plan, employees may purchase our Common Shares at a discount of up to 10%
through payroll deductions.

Non-Employee Director and Executive
Officer Stock Purchase Program.Under the Non-Employee Director and Executive Officer Stock Purchase
Program, executive officers may purchase Common Shares directly from the
Corporation at the last reported sale price on the date that the election to
purchase is made. During 2008, the executive officers did not purchase any
Common Shares from the Corporation under this program.

Other Benefits.All of our fulltime
employees, including
our executive officers, are entitled to participate in our health insurance,
life insurance and 401(k) plans. We also maintain a disability insurance policy
on behalf of certain of the members of our senior management, including Messrs.
Gorder, Binnix, Geraci, Longval, Conger, Gruenhagen and Gonsior, that is in
addition to the disability benefits that we maintain for our salaried
employees.

Additional Benefits Payable to the
Chief Executive Officer. Mr. Gorder, our Chief Executive
Officer, receives additional benefits under our employment agreement with him.
Under this agreement, we maintain disability insurance for Mr. Gorders
benefit. Additionally, under the employment agreement, we are required to
reimburse Mr. Gorder for his country club membership fees. We are also required
to provide Mr. Gorder with an automobile for use in connection with the
performance of his duties under the employment agreement and reimburse him for
all expenses reasonably incurred by him for the maintenance and operation,
including fuel, of the automobile.

Processes and Procedures for the
Determination of Executive Officer and Director Compensation

Scope of Authority of the Compensation
Committee. The scope of the Compensation Committees authority
and responsibilities is set forth in its charter, a copy of which is available
on our website at www.intricon.com. The Compensation Committees authority
includes the authority to:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | determine the following with respect to our executive officers:
 (i) the annual base salary level, (ii) the annual incentive opportunity
 level, (iii) the long-term incentive opportunity level, (iv) employment
 agreements, severance agreements, change in control agreements/provisions and
 other compensatory arrangements, in each case as, when and if appropriate,
 and (v) any special or supplemental benefits, in each case subject to the
 terms of any existing applicable employment agreement terms; and
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | determine the compensation payable to directors and members of
 committees of the board, including the Chairman of the Board and the Chairman
 of each committee, other than directors who are our salaried employees.                                                                                                                                                                                                                                                                                                   

16

---

Delegation of Authority.
As provided under the Compensation Committees charter, the Compensation
Committee may delegate its authority to special subcommittees of the
Compensation Committee as the Compensation Committee deems appropriate,
consistent with applicable law and Nasdaq listing standards. Additionally, the
2006 Equity Incentive Plan permits the Compensation Committee, subject to
criteria, limitations and instructions as the Compensation Committee
determines, to delegate to an appropriate officer of the Corporation the authority
to determine the individual participants under that Plan and amount and nature
of the award to be issued to such participants; provided, that no awards may be
made pursuant to such delegation to a participant who is subject to Section
16(b) of the Securities Exchange Act of 1934, as amended. To date, the
Compensation Committee has not delegated its responsibilities other than
delegating to the Chief Executive Officer and Chief Financial Officer the
authority to grant a limited number of stock options under the 2006 Equity
Incentive Plan to non-executive employees.

Role of Management in Determining or
Recommending Executive Compensation.Traditionally, the
Compensation Committee reviews our executive compensation program in December
and/or January of each year, although decisions in connection with new hires
and promotions are made on an as-needed basis. Mr. Gorder, our President and
Chief Executive Officer, makes recommendations concerning the amount of
compensation to be awarded to our executive officers, including himself, but
does not participate in the Compensation Committees deliberations or
decisions. The Compensation Committee reviews the recommendations together with
a tally sheet showing all items of executive compensation. After a
presentation by Mr. Gorder, the Committee meets in executive session to discuss
and consider the recommendations and makes a final determination.

Role of Compensation Consultants in
Determining or Recommending Executive Compensation. Under its
charter, the Compensation Committee has authority to retain, at the
Corporations expense, such counsel, consultants, experts and other
professionals as it deems necessary. To date, the Compensation Committee has
not relied on consultants. Instead, from time to time, the Compensation
Committee conducts an informal survey of area companies and review the
compensation practices of the surveyed companies.

At
the request of the Compensation Committee, the Corporation retained RSM
McGladrey to review the Corporations compensation structure on a company-wide
basis in 2008. Based on their review, RSM McGladrey concluded that the
Corporations overall compensation structure appears to be comparable with that
of similarly situated companies. In conjunction with their review, RSM
McGladrey assisted in the development of the 2009 Incentive Plan.

Determination of Executive Compensation

Base Salary.
Typically, the Compensation Committee reviews and adjusts base salaries on an
annual basis. In December 2007, the Compensation Committee increased the 2008
base salary of each of our executive officers ranging from approximately 12% to
28%. Additionally, the Compensation Committee may increase base salary as a
result of promotions. In December 2008, the Compensation Committee determined
that due to the current economic climate that the base salaries of the
executive officers would not be increased for 2009.

Annual Cash Incentive Compensation.
In December 2008, the Compensation Committee determined that because the
minimum target under the 2008 Bonus Plan had not been met, Mr. Gorder, our
President and Chief Executive Officer and the other executive officers, would
not be entitled to a bonus for 2008.

17

---

Long-Term Incentive Compensation in
the Form of Stock Awards.The
Compensation Committee generally makes awards on an annual basis but also makes
awards in connection with new hires and promotions.

In
December, 2008, the Compensation Committee awarded stock options to the Corporations
executive officers under the 2006 Equity Incentive Plan to purchase Common
Shares at an exercise price of $4.69 per share, the fair market value of the
Common Shares on the date of grant. On January 20, 2009, the Compensation
Committee awarded stock options to certain of the Corporations other key
employees under the 2006 Equity Incentive Plan to purchase Common Shares at an
exercise price of $4.00 per share per share.

Generally,
the options will become exercisable in three equal, annual installments
beginning one year from the date of grant or earlier upon the death, disability
or retirement of the recipient or our change of control (as defined in the 2006
Equity Incentive Plan).

For
information concerning stock options granted to our executive officers for
2008, see Outstanding Equity Awards at Fiscal Year End.

Employment Agreements and Change in Control
Arrangements

In
October, 2007, we entered into employment agreements with Mark S. Gorder, our
President and Chief Executive Officer, and the executive officers named in our
Summary Compensation Table.

The
employment agreement with Mr. Gorder was based on his prior employment
agreement and incorporated the provisions of the change in control agreement
that was then in effect. The employment agreements with the other executive
officers also contain a similar change in control provision. Among other
things, each employment agreement provides for a fixed employment term, subject
to annual renewals, the executives base salary and the executives right to
participate in our bonus plans, equity plans and other employee benefits. In
addition, in the event that (i) there occurs a change in control (as defined
in the agreements) or sale of our assets accounting for 90% of more of our
sales and (ii) the executives employment is involuntarily terminated within
one year afterwards, the executive will be entitled to payment of his base
salary for one year (two years for Mr. Gorder) in a lump sum and continuation
of his medical benefits for a period of one year.

The
change in control provisions that we use contain a double trigger
requirement, meaning that for an executive to receive a payment under the
change of control provision, there must be both a change of control, as defined
in the applicable agreement, and an involuntary termination of the executives
employment. The double trigger requirement was chosen to prevent us from having
to pay substantial payments in connection with a change in control where an
executive had not suffered any adverse employment consequences. However, all
stock options will vest and become immediately exercisable upon a change of
control, regardless of whether the executive is involuntarily terminated.

We
believe that employment agreements and change in control protections are
important to attract and retain talented executive officers and to protect our
executive officers from a termination or significant change in responsibilities
arising after a change in control. For more information, see Employment
Agreements and Potential Payments Upon Termination of Employment or Change in
Control.

18

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Accounting and Tax Considerations

Under
our prior stock options plans, the Compensation Committee was limited to
issuing stock options. The Compensation Committee is evaluating making awards
using the other types of awards permitted under the 2006 Equity Incentive Plan
in light of Statement of Financial Accounting Standards No. 123, Share-Based
Payment (revised 2004), commonly referred to as FAS 123(R). This accounting
standard, which we adopted as of January 1, 2006, requires us to record as
compensation expense the grant date fair value of a stock option over the life
of the option. Prior to the adoption of FAS 123(R), no compensation expense was
required to be recorded in connection with stock options granted at fair market
value. The Compensation Committee intends to consider the compensation expense
of option and other equity grants when making future awards; however, given
that, traditionally, the Compensation Committee has not made large grants of
option awards to our executive officers and employees, we do not expect that
the compensation expense associated with option grants will have a material effect
on our reported earnings.

Generally,
Section 162(m) of the Internal Revenue Code of 1986, referred to as the
Internal Revenue Code, and the Internal Revenue Service, referred to as the
IRS, regulations adopted under that section, which are referred to
collectively as Section 162(m), deny a deduction to any publicly held
corporation, such as the Corporation, for certain compensation exceeding
$1,000,000 paid during each calendar year to each of the chief executive
officer and the four other highest paid executive officers, excluding, among
other things, certain qualified performance-based compensation. Our policy is
to maximize the tax deductibility of compensation paid to our most highly
compensated executives under Section 162(m). For example, our 2006 Equity
Incentive Plan is intended to satisfy certain of the requirements for an
exemption for qualified performance-based compensation under Section 162(m).
We do not believe that Section 162(m) will have a material adverse effect on us
in 2009.

19

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Summary Compensation Table

The
following table summarizes compensation earned during 2007 and 2008 by our
chief executive officer, chief financial officer and each of our executive
officers. We refer to these individuals throughout this proxy statement as the
Named Officers.

|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|----------------------------------------------------- |  | ---- |  | ----------- |  | ----------------------- | - | ------------------------ |  | -------------------------------------------------- |  | ---------------------------------- | ------ | ---------- |  | ------ |  |  | ------- |  | 
|Name
 and Principal Position                          |  | Year |  | Salary
 ($) |  | Stock
 Awards
 (1)
 ($) |   | Option
 Awards
 (2)
 ($) |  | Non-Equity
 Incentive Plan
 Compensation
 (3)
 ($) |  | All
 Other
 Compensation
 (4)
 ($) |        | Total
 ($) | 
|Mark S. Gorder,                                       |  | 2008 |  | 350,000     |  |                         |  |                          |  | 74,475                                             |  |                                    |       |            |  | 28,668 |  |  | 453,143 |  | 
|President and Chief Executive                         |  | 2007 |  | 312,000     |  |                         |  |                          |  | 39,035                                             |  |                                    | 64,200 |            |  | 25,547 |  |  | 440,782 |  | 
|Officer (principal executive officer)                 |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|Scott Longval,                                        |  | 2008 |  | 165,000     |  |                         |  |                          |  | 54,218                                             |  |                                    |       |            |  | 5,566  |  |  | 224,784 |  | 
|Chief Financial Officer and                           |  | 2007 |  | 130,000     |  |                         |  |                          |  | 25,774                                             |  |                                    | 13,000 |            |  | 3,501  |  |  | 172,275 |  | 
|Treasurer (principal financial officer)               |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|Steven M. Binnix,                                     |  | 2008 |  | 175,000     |  |                         |  |                          |  | 42,853                                             |  |                                    |       |            |  | 16,285 |  |  | 234,138 |  | 
|Vice President and General Manager of RTI Electronics |  | 2007 |  | 156,000     |  |                         |  |                          |  | 24,533                                             |  |                                    | 15,600 |            |  | 17,481 |  |  | 213,614 |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|Christopher D. Conger,                                |  | 2008 |  | 185,000     |  |                         |  |                          |  | 67,299                                             |  |                                    |       |            |  | 6,512  |  |  | 258,811 |  | 
|Vice President, Research and Development              |  | 2007 |  | 145,600     |  |                         |  |                          |  | 33,322                                             |  |                                    | 14,560 |            |  | 5,019  |  |  | 198,501 |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|Michael P. Geraci,                                    |  | 2008 |  | 200,000     |  |                         |  |                          |  | 52,838                                             |  |                                    |       |            |  | 7,374  |  |  | 260,212 |  | 
|Vice President, Sales and Marketing                   |  | 2007 |  | 156,000     |  |                         |  |                          |  | 18,762                                             |  |                                    | 15,600 |            |  | 7,695  |  |  | 198,057 |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|Dennis L. Gonsior,                                    |  | 2008 |  | 185,000     |  |                         |  |                          |  | 52,838                                             |  |                                    |       |            |  | 6,816  |  |  | 244,654 |  | 
|Vice President, Global Operations                     |  | 2007 |  | 145,000     |  |                         |  |                          |  | 18,762                                             |  |                                    | 14,560 |            |  | 6,766  |  |  | 185,088 |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|Greg Gruenhagen,                                      |  | 2008 |  | 125,000     |  |                         |  |                          |  | 22,132                                             |  |                                    |       |            |  | 5,063  |  |  | 152,195 |  | 
|Vice President, Quality and                           |  | 2007 |  | 112,684     |  |                         |  |                          |  | 6,392                                              |  |                                    | 10,000 |            |  | 3,944  |  |  | 133,020 |  | 
|Regulatory Affairs                                    |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 
|                                                      |  |      |  |             |  |                         |   |                          |  |                                                    |  |                                    |        |            |  |        |  |  |         |  | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|(1) | We did not grant any stock
 awards in 2008. Under the Non-Employee Director and Executive Officer Stock
 Purchase Program, executive officers may purchase Common Shares directly from
 the Corporation at the last reported sale price on the date that the election
 to purchase is made. During 2008, the Named Officers did not purchase any
 Common Shares from the Corporation under this program.                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|(2) | The amounts included in the
 Option Awards column represent the compensation cost we recognized during
 the year related to option awards granted that year and prior years, in
 accordance with Statement of Financial Accounting Standards No. 123(R). For a
 discussion of valuation assumptions, see Note 12 to our consolidated
 financial statements included in our annual report on Form 10-K for the
 fiscal year ended December 31, 2008. However, as required by SEC regulations,
 the amounts shown exclude the impact of estimated forfeitures related to
 service-based vesting conditions.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|(3) | Amounts for 2007 represent
 incentive compensation paid under the 2007 Bonus Plan. No incentive
 compensation was paid in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|(4) | Consists of our
 contributions to each eligible executives account under our 401(k) plan and
 payment of premiums for group term life insurance maintained for such
 executives and disability policies maintained for certain executives. In the
 case of Mr. Gorder, such amount also includes payment of country club
 membership dues and payment for his automobile lease and related expenses.                                                                                                                                                                                                      

20

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Employment Agreements

In
October 2007, we entered into employment agreements with Mark S. Gorder, our
President and Chief Executive Officer, and the following executive officers of
the Corporation: Scott Longval, our Chief Financial Officer; Steven M. Binnix,
our Vice President and General Manager of RTI Electronics; Christopher D.
Conger, our Vice President, Research and Development; Michael P. Geraci, our
Vice President, Sales and Marketing; and Dennis L. Gonsior, our Vice President,
Global Operations.

The
employment agreements contain the following material terms:

| |   |                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a current
 employment term expiring on April 30, 2010, subject to automatic renewal for
 additional one year terms unless either party gives notice of non-renewal at
 least sixty (60) days prior to the end of the then current employment term;
| |   |                                                                                                                                                                                                                                                   
| |  | a base
 salary as determined by the Board of Directors or the Compensation Committee,
 but in no event less than their base salaries for 2007; and                                                                                                

For
a discussion of the provisions relating to the termination of the employment of
the executive officer under certain circumstances, see Potential Payments Upon
Termination of Employment or Change in Control.

2009 Incentive Plan

In
February 2009, the Compensation Committee adopted the 2009 Incentive Plan.
Pursuant to the 2009 Incentive Plan, executive officers and selected key
employees of IntriCon are eligible to receive incentive compensation based on
(i) IntriCon exceeding certain net income targets for 2009 and (ii) achievement
of designated strategic objectives. A participant will receive incentive
compensation only if both the minimum net income target and some or all of the
strategic objectives are achieved.

Based
on IntriCon achieving 100% of targeted net income for 2009, Mr. Gorder would be
eligible to receive incentive compensation equal to 50% of his 2009 salary and
each of the other Named Officers would be eligible to receive incentive
compensation equal to 40% of their 2009 salary. In the event that IntriCon
achieves 80% of targeted net income for 2009, Mr. Gorder would be eligible to
receive incentive compensation equal to 25% of his 2009 salary and each of the
other executive officers would be eligible to receive incentive compensation
equal to 20% of their 2009 salary. In the event that IntriCon achieves 150% of
targeted net income for 2009, Mr. Gorder would be eligible to receive incentive
compensation equal to 75% of his 2009 salary and each of the other executive
officers would be eligible to receive incentive compensation equal to 60% of
their 2009 salary. Between these points, the amount of the incentive
compensation available will increase or decrease proportionately based upon
IntriCon achieving more or less than targeted net income; however, no incentive
compensation will be paid if IntriCon achieves less than 80% of targeted net
income and the maximum incentive compensation payable is capped at IntriCon
achieving 150% of target net income. IntriCon will establish weighted strategic
objectives for the executives and, in all cases, the amount of incentive
compensation paid will depend on the extent to which strategic objectives are
satisfied.

The
following table shows the potential amounts payable to the current Named
Officers under the 2009 Incentive Plan at different levels of target net
income, assuming, in each case, that all of the strategic objectives are met:

21

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|                      |  |                                                                                                                        |        |                                       |   |                                        |  |   |         | 
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------- | ------ | ------------------------------------- | - | -------------------------------------- |  | - | ------- | 
|                      |  | Potential incentive compensation payable under
 the 2009 Incentive Plan at the following levels of
 target net income: |       
|                      |  | Minimum
 (80% of
 target net
 income)                                                                                  |        | Target
 (100% of
 target net
 income) |   | Maximum
 (150% of
 target net
 income) | 
|Name                  |  | Potential Incentive Compensation                                                                                       |       
|Mark S. Gorder        |  | $                                                                                                                      | 87,500 |                                       | $ | 175,000                                |  | $ | 262,500 | 
|Scott Longval         |  |                                                                                                                        | 33,000 |                                       |   | 66,000                                 |  |   | 99,000  | 
|Steven M. Binnix      |  |                                                                                                                        | 35,000 |                                       |   | 70,000                                 |  |   | 105,000 | 
|Christopher D. Conger |  |                                                                                                                        | 37,000 |                                       |   | 74,000                                 |  |   | 111,000 | 
|Michael P. Geraci     |  |                                                                                                                        | 40,000 |                                       |   | 80,000                                 |  |   | 120,000 | 
|Dennis L. Gonsior     |  |                                                                                                                        | 37,000 |                                       |   | 74,000                                 |  |   | 111,000 | 
|Greg Gruenhagen       |  |                                                                                                                        | 25,000 |                                       |   | 50,000                                 |  |   | 75,000  | 

Equity Plans

The
following descriptions summarize our equity plans pursuant to which eligible
employees, including the Named Officers, and directors receive equity based
awards. Our 2006 Equity Incentive Plan, which was adopted by our shareholders
at the 2006 annual meeting of shareholders, replaced our 2001 Stock Option Plan
(described below) and the Amended and Restated Non-Employee Director Stock
Option Plan, referred to collectively as the Old Plans. No additional grants
may be made under the Old Plans. Outstanding grants under the Old Plans
continue to be governed by their terms and the terms of the Old Plans.

2006 Equity Incentive Plan

At
the 2006 annual meeting of shareholders of the Corporation, shareholders approved
the 2006 Equity Incentive Plan.

The
2006 Equity Incentive Plan permits grants of incentive stock options, options
not intended to qualify as incentive stock options, stock appreciation rights,
restricted and unrestricted stock awards, restricted stock units, deferred
stock units, performance awards, supplemental cash awards and combinations of
the foregoing.

The
2006 Equity Incentive Plan is administered by the Compensation Committee of the
Board of Directors. The Compensation Committee determines the type of awards to
be granted under the 2006 Equity Incentive Plan; selects award recipients and
determines the extent of their participation; determines the method or formula
for establishing the fair market value of the Common Shares for various
purposes under the 2006 Equity Incentive Plan; and establishes all other terms,
conditions, restrictions and limitations applicable to awards and the Common
Shares issued pursuant to awards, including, but not limited to, those relating
to a participants retirement, death, disability, leave of absence or
termination of employment. The Compensation Committee may accelerate or defer
the vesting or payment of awards, cancel or modify outstanding awards, waive
any conditions or restrictions imposed with respect to awards or the Common
Shares issued pursuant to awards and make any and all other interpretations and
determinations which it deems necessary with respect to the administration of
the 2006 Equity Incentive Plan, other than a reduction of the exercise price of
an option after the grant date and subject to the provisions of Section 162(m)
of the Internal Revenue Code with respect to covered employees, as defined in
Section 162(m) of the Internal Revenue Code, except that the Committee may not,
without the consent of the holder of an award or unless specifically authorized
by the terms of the plan or an award, take any action with respect to such
award if such action would adversely affect the rights of such holder.

22

---

The
maximum total number of shares for which awards may be granted under the 2006
Equity Incentive Plan is 698,500 Common Shares, subject to appropriate
adjustment in a manner determined by the Board of Directors to reflect changes
in the Corporations capitalization; however, such authorized share reserve
will be increased from time to time by a number of shares equal to the number
of Common Shares that are issuable pursuant to option grants outstanding under
the Old Plans as of April 26, 2006 that, but for the termination and/or
suspension of the Old Plans, would otherwise have reverted to the share reserve
of the Old Plans pursuant to the terms thereof as a result of the expiration,
termination, cancellation or forfeiture of such options.

As
of March 6, 2009:

| |   |                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | options to
 purchase 515,450 Common Shares were outstanding under the 2006 Equity
 Incentive Plan;                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                  
| |  | the total
 number of shares available for new awards under the 2006 Equity Incentive
 Plan was 245,067 Common Shares; and                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                  
| |  | options to
 purchase 399,200 Common Shares were outstanding under the Old Plans, which
 shares will become available for new awards under the 2006 Equity Incentive
 Plan in the event of the cancellation, expiration, forfeiture or repurchase
 of such awards.

2001 Stock Option Plan

The
2001 Stock Option Plan provided for the grant of incentive stock options (as
defined in Section 422 of the Internal Revenue Code) and non-qualified stock
options for officers and other key employees of the Corporation.

The
Compensation Committee administers the 2001 Stock Option Plan. Stock options
are generally subject to vesting, which means the optionee earns the right to
exercise an increasing number of the shares underlying the option over a
specific period of time only if he or she continues to provide services to the
Corporation over that period. Non-qualified stock options granted under the
2001 Stock Option Plan must have a per share exercise price of at least the
fair market value of the Common Shares on the date of grant. Incentive stock
options granted under the 2001 Stock Option Plan must have a per share exercise
price of at least 100% of the fair market value of the Common Shares on the
date of grant, and not less than 110% of the fair market value in the case of
incentive stock options granted to an employee who holds more than 10% of the
total voting power of all classes of the Corporations stock or any parent or
subsidiarys stock. Payment of the exercise price or purchase price with respect
to any award may be made in cash or other consideration as determined by the
Compensation Committee. The term of an option cannot be longer than 10 years
from the date of grant or five years from the date of grant of an incentive
stock option in the case of a greater than 10% shareholder.

23

---

Outstanding Equity Awards At Fiscal Year-End

The
following table summarizes stock option awards held by our Named Officers at
the end of 2008.

|                                                       |  |                                                                           |  |                                                                             |                |                                                                                                            |  |                              |  |                          |  |            |            |  | 
|------------------------------------------------------ |  | ------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | -------------- | ---------------------------------------------------------------------------------------------------------- |  | ---------------------------- |  | ------------------------ |  | ---------- | ---------- |  | 
|                                                       |  |                                                                           |  |                                                                             | Option
 Awards |                                                                                                            |  |                              | 
|Name                                                   |  | Number of
 Securities
 Underlying
 Unexercised
 Options
 (#)
 Exercisable |  | Number of
 Securities
 Underlying
 Unexercised
 Options
 (#)
 Unexercisable |                | Equity
 Incentive Plan
 Awards:
 Number of
 Securities
 Underlying
 Unexercised
 Unearned
 Options(1)
 (#) |  | Option
 Exercise
 Price
 ($) |  | Option
 Expiration
 Date | 
|Mark S. Gorder,                                        |  | 50,000                                                                    |  |                                                                             |                |                                                                                                            |  |                              |  | 3.125                    |  | 12/19/2010 |            | 
|President and Chief
 Executive Officer                 |  | 25,000                                                                    |  |                                                                             |                |                                                                                                            |  |                              |  | 3.70                     |  |            | 5/11/2011  |  | 
|(principal executive
 officer)                         |  | 50,000                                                                    |  |                                                                             |                |                                                                                                            |  |                              |  | 2.45                     |  |            | 7/27/2015  |  | 
|                                                       |  | 10,000                                                                    |  |                                                                             | 5,000          | (2)                                                                                                        |  |                              |  | 5.35                     |  |            | 12/11/2016 |  | 
|                                                       |  | 8,334                                                                     |  |                                                                             | 16,666         | (5)                                                                                                        |  |                              |  | 14.70                    |  |            | 12/10/2017 |  | 
|                                                       |  |                                                                           |  |                                                                             | 20,000         | (6)                                                                                                        |  |                              |  | 4.69                     |  |            | 12/09/2018 |  | 
|                                                       |  |                                                                           |  |                                                                             |                |                                                                                                            |  |                              |  |                          |  |            |            |  | 
|Scott Longval,                                         |  | 16,667                                                                    |  |                                                                             | 8,333          | (3)                                                                                                        |  |                              |  | 5.30                     |  |            | 7/18/2016  |  | 
|Chief Financial Officer and
 Treasurer                 |  | 3,334                                                                     |  |                                                                             | 1,666          | (2)                                                                                                        |  |                              |  | 5.35                     |  |            | 12/11/2016 |  | 
|(principal financial
 officer)                         |  | 5,000                                                                     |  |                                                                             | 10,000         | (5)                                                                                                        |  |                              |  | 14.70                    |  |            | 12/10/2017 |  | 
|                                                       |  |                                                                           |  |                                                                             | 10,000         | (6)                                                                                                        |  |                              |  | 4.69                     |  |            | 12/09/2018 |  | 
|                                                       |  |                                                                           |  |                                                                             |                |                                                                                                            |  |                              |  |                          |  |            |            |  | 
|Steven M. Binnix,                                      |  | 5,000                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 2.45                     |  |            | 7/27/2015  |  | 
|Vice President and General
 Manager of RTI Electronics |  | 6,667                                                                     |  |                                                                             | 3,333          | (4)                                                                                                        |  |                              |  | 6.75                     |  |            | 4/26/2016  |  | 
|                                                       |  | 6,667                                                                     |  |                                                                             | 3,333          | (2)                                                                                                        |  |                              |  | 5.35                     |  |            | 12/11/2016 |  | 
|                                                       |  | 3,334                                                                     |  |                                                                             | 6,666          | (5)                                                                                                        |  |                              |  | 14.70                    |  |            | 12/10/2017 |  | 
|                                                       |  |                                                                           |  |                                                                             | 5,000          | (6)                                                                                                        |  |                              |  | 4.69                     |  |            | 12/09/2018 |  | 
|                                                       |  |                                                                           |  |                                                                             |                |                                                                                                            |  |                              |  |                          |  |            |            |  | 
|Christopher D. Conger,                                 |  | 4,000                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 3.125                    |  | 12/19/2010 |            | 
|Vice President, Research
 and Development              |  | 7,500                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 2.35                     |  |            | 12/14/2014 |  | 
|                                                       |  | 7,500                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 2.45                     |  |            | 7/27/2015  |  | 
|                                                       |  | 11,667                                                                    |  |                                                                             | 5,833          | (4)                                                                                                        |  |                              |  | 6.75                     |  |            | 4/26/2016  |  | 
|                                                       |  | 6,667                                                                     |  |                                                                             | 3,333          | (2)                                                                                                        |  |                              |  | 5.35                     |  |            | 12/11/2016 |  | 
|                                                       |  | 6,667                                                                     |  |                                                                             | 13,333         | (5)                                                                                                        |  |                              |  | 14.70                    |  |            | 12/10/2017 |  | 
|                                                       |  |                                                                           |  |                                                                             | 10,000         | (6)                                                                                                        |  |                              |  | 4.69                     |  |            | 12/09/2018 |  | 
|                                                       |  |                                                                           |  |                                                                             |                |                                                                                                            |  |                              |  |                          |  |            |            |  | 
|Michael P. Geraci,                                     |  | 7,000                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 3.125                    |  | 12/19/2010 |            | 
|Vice President, Sales and
 Marketing                   |  | 25,000                                                                    |  |                                                                             |                |                                                                                                            |  |                              |  | 2.45                     |  |            | 7/27/2015  |  | 
|                                                       |  | 6,667                                                                     |  |                                                                             | 3,333          | (2)                                                                                                        |  |                              |  | 5.35                     |  |            | 12/11/2016 |  | 
|                                                       |  | 6,667                                                                     |  |                                                                             | 13,333         | (5)                                                                                                        |  |                              |  | 14.70                    |  |            | 12/10/2017 |  | 
|                                                       |  |                                                                           |  |                                                                             | 10,000         | (6)                                                                                                        |  |                              |  | 4.69                     |  |            | 12/09/2018 |  | 
|                                                       |  |                                                                           |  |                                                                             |                |                                                                                                            |  |                              |  |                          |  |            |            |  | 
|Dennis L. Gonsior,                                     |  | 5,000                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 3.125                    |  | 12/19/2010 |            | 
|Vice President, Global
 Operations                     |  | 25,000                                                                    |  |                                                                             |                |                                                                                                            |  |                              |  | 2.45                     |  |            | 7/27/2015  |  | 
|                                                       |  | 6,667                                                                     |  |                                                                             | 3,333          | (2)                                                                                                        |  |                              |  | 5.35                     |  |            | 12/11/2016 |  | 
|                                                       |  | 6,667                                                                     |  |                                                                             | 13,333         | (5)                                                                                                        |  |                              |  | 14.70                    |  |            | 12/10/2017 |  | 
|                                                       |  |                                                                           |  |                                                                             | 10,000         | (6)                                                                                                        |  |                              |  | 4.69                     |  |            | 12/09/2018 |  | 
|                                                       |  |                                                                           |  |                                                                             |                |                                                                                                            |  |                              |  |                          |  |            |            |  | 
|Greg Gruenhagen,                                       |  | 4,000                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 3.125                    |  | 12/19/2010 |            | 
|Vice President, Quality and
 Regulatory Affairs        |  | 3,000                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 2.35                     |  |            | 12/14/2014 |  | 
|                                                       |  | 5,000                                                                     |  |                                                                             |                |                                                                                                            |  |                              |  | 2.45                     |  |            | 7/27/2015  |  | 
|                                                       |  | 1,667                                                                     |  |                                                                             | 833            | (2)                                                                                                        |  |                              |  | 5.35                     |  |            | 12/11/2016 |  | 
|                                                       |  | 3,334                                                                     |  |                                                                             | 6,666          | (5)                                                                                                        |  |                              |  | 14.70                    |  |            | 12/10/2017 |  | 
|                                                       |  |                                                                           |  |                                                                             | 10,000         | (6)                                                                                                        |  |                              |  | 4.69                     |  |            | 12/09/2018 |  | 

|    |                                                                                                                      | 
|--- | -------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                     
|   
|(1) | We had no equity incentive
 option awards outstanding at the end of 2008.                                           
|    |                                                                                                                      | 
|(2) | This portion of the option
 vests on December 11, 2009.                                                             
|    |                                                                                                                      | 
|(3) | This portion of the option
 vests on July 18, 2009.                                                                 
|    |                                                                                                                      | 
|(4) | This portion of the option
 vests on April 26, 2009.                                                                
|    |                                                                                                                     
|(5) | This portion of the option
 vests in two equal installments on each of December 10, 2009 and December 10,
 2010.    
|    |                                                                                                                     
|(6) | This option vests in three
 equal installments on each of December 10, 2009, December 9, 2010 and
 December 9, 2011.

24

---

Potential Payments Upon Termination of
Employment or Change in Control

Our
employment agreements with the executive officers named in the Summary
Compensation Table provide the following material terms in the event of the
termination of the employment of the executive under certain circumstances:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the event
 of the termination of the executives employment without cause, we are
 required to pay the executives base salary and medical benefits for a
 severance period equal to one year (two years in the case of Mr. Gorder with
 respect to salary); provided that for any executive that has less than 12
 years of continuous service with us, the severance period will be equal to 30
 days for each year of continuous full-time employment, but in no event less
 than 90 days or more than one year. We are required to pay the present value
 of the base salary in a lump sum, using a discount rate of 6%;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | in the event
 that (i) there occurs a change in control or sale of our assets accounting
 for 90% of more of our sales and (ii) the executives employment is
 involuntarily terminated within one year afterwards, we are required to pay
 the executives base salary for one year (two years for Mr. Gorder) in a lump
 sum and to continue medical benefits for a period of one year;                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | in the sole
 and absolute discretion of the Board of Directors, in the event that the executive is terminated without cause or
 there occurs a change of control followed by the executives involuntary
 termination, we may elect to pay executive a prorated amount of the bonus
 that executive would have been entitled to receive for the year in which he
 was terminated;                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | the
 immediate vesting of all stock options and equity awards held by the
 executive in the event of a change in control or in the event that the
 executives employment is terminated (i) by us for any reason other than
 cause or (ii) by the executive under circumstances that constitute an
 involuntary termination; and                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | a one year
 non-competition covenant (or, if longer, for so long as the period with
 respect to which executive is entitled to receive, or has received, payment
 of severance following a termination by us without cause or change of
 control) and covenants concerning confidentiality and inventions.                                                                                                                                                                                                                                                                                                                     

In
the event that we give a notice of non-renewal of the term of the agreement to
the executive and, within 12 months after the date of the non-renewal notice,
the executives employment is terminated by us for any reason other than cause
or the death or disability of executive, then the executive will be entitled to
the severance benefits described above with respect to a termination without
cause except that the severance period shall be reduced by the number of days
between the date of the non-renewal notice and the termination of executives
employment.

As
defined in the employment agreements:

Asset
Sale means the sale of our assets (including the stock or assets of our
subsidiaries) to which 90% or more of our consolidated sales volume is
attributable.

25

---

Cause
means the following, provided that, in the case of circumstances described in
the fourth through sixth clauses below, we must have first given written notice
to executive, and executive must have failed to remedy the circumstances as
determined in the sole discretion of the Board of Directors within 30 days
after such notice:

| |   |                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | fraud or
 dishonesty in connection with executives employment or theft,
 misappropriation or embezzlement of our funds;                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                         
| |  | conviction
 of any felony, crime involving fraud or knowing misrepresentation, or of any
 other crime (whether or not such felony or crime is connected with his
 employment) the effect of which in the judgment of the Board of Directors is
 likely to adversely affect us or our affiliates;                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                         
| |  | material
 breach of executives obligations under the employment agreement;                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                         
| |  | repeated and
 consistent failure of executive to be present at work during normal business
 hours unless the absence is because of a disability as defined in the agreement;                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                         
| |  | willful
 violation of any express direction or requirement established by the Board of
 Directors, as determined by a majority of Board of Directors;                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                         
| |  | insubordination,
 gross incompetence or misconduct in the performance of, or gross neglect of,
 executives duties under the employment agreement, as determined by a
 majority of the Board of Directors; or use of alcohol or other drugs which
 interfere with the performance by executive of his duties, or use of any
 illegal drugs or narcotics.

Change
of control of means an asset sale or a change in majority stock ownership.

Change
in majority stock ownership means the acquisition by any person (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, referred to as the Exchange Act), including any affiliate or associate
as defined in Rule 12b-2 under the Exchange Act of such person, or any group of
persons acting in concert, other than us, any trustee or other fiduciary
holding securities under an employee benefit plan of ours, or any corporation
or other entity owned, directly or indirectly, by our shareholders in
substantially the same proportion as their ownership of capital stock of us, of
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 50% or more of the combined voting power of our then
outstanding securities.

Involuntarily
terminated means:

| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| | - | ---------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any
 termination of the employment of executive by us other than for cause, death
 or disability; or
| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| |  | any
 termination of employment of the executive by executive following:                             
| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| |   | o                                                                                                    | a material
 diminution in the executives base compensation;                                                                                                                                                                                                                      
| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| |   | o                                                                                                    | a material
 diminution in the executives authority, duties, or responsibilities;                                                                                                                                                                                                 
| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| |   | o                                                                                                    | a material
 diminution in the authority, duties, or responsibilities of the supervisor to
 whom the executive is required to report, including a requirement that a
 executive report to a corporate officer or employee instead of reporting
 directly to the board of directors;
| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| |   | o                                                                                                    | a material
 diminution in the budget over which the executive retains authority;                                                                                                                                                                                                  
| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| |   | o                                                                                                    | a material
 change in the geographic location at which the executive must perform the
 services; or                                                                                                                                                                               
| |   |                                                                                                      |                                                                                                                                                                                                                                                                                   
| |   | o                                                                                                    | any other
 action or inaction that constitutes a material breach by us under the
 agreement.                                                                                                                                                                                      

26

---

Provided,
however, that with respect to any termination by executive pursuant to the
foregoing, executive shall have first provided notice to us of the existence of
the condition proposed to be relied upon within 90 days of the initial
existence of the condition, and shall have given us a period of 30 days during
which we may remedy the condition and we shall have failed to do so during such
period.

The
change in control provisions that we use contain a double trigger
requirement, meaning that for an executive to receive a payment under the
change of control provision, there must be both a change of control, as defined
in the applicable agreement, and an involuntary termination of the executives
employment. The double trigger requirement was chosen to prevent us from having
to pay substantial payments in connection with a change in control where an
executive had not suffered any adverse employment consequences. However, all
stock options will vest and become immediately exercisable upon a change of
control, regardless of whether the executive is involuntarily terminated.

Disability
Benefits for Certain Named Officers. We provide all of our full-time
salaried employees with short-term disability benefits for six months. We also
maintain a disability insurance policy on behalf of certain members of our
senior management, including Messrs. Gorder, Binnix, Geraci and Gonsior, that
is in addition to the disability benefits that we maintain for our salaried
employees. In the event that any of these executives became disabled, as
provided in their respective policies, was unable to return to the performance
of their duties after six months and was terminated as an employee effective as
of December 31, 2008, they would be paid monthly benefits until age 65 as
follows: Mr. Gorder - $8,370 per month; Mr. Binnix - $4,480 per month; Mr.
Geraci - $6,450 per month; Mr. Gonsior - $5,860 per month; Mr. Conger - $3,000
per month; Mr. Gruenhagen - $6,935 per month; and Mr. Longval $3,250 per month.

Equity
Plans. Our Named Officers hold unvested stock options
under our 2001 Stock Option Plan and our 2006 Equity Incentive Plan. Under the
2001 Stock Option Plan, upon the death, disability, retirement or change of
control of us, the holder of an option generally can exercise only options that
have vested as of the date of such event. In addition, that plan gives the
Compensation Committee the authority to accelerate the vesting of any unvested
options.

Under
our 2006 Equity Incentive Plan, all unvested options will automatically
accelerate and become vested upon the death, disability, retirement of the
holder or upon a change of control of us, as defined in that Plan.

Under
both the 2001 Stock Option Plan and 2006 Equity Incentive Plan, options held by
an employee whose employment is terminated for cause, as defined in those
plans, will terminate immediately. In addition, under both such plans, the
voluntary resignation of employment by an employee will not result in the
acceleration of unvested options.

CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS

Mr.
Gorder, our president, chief executive officer and a director, is a general
partner (with a one-third interest) of Arden Partners I, L.L.P., a
Minnesota limited liability partnership, referred to as Arden, that owns and
leases to our subsidiary, Resistance Technology, Inc., referred to as RTI,
property under a lease entered into November 31, 1991, and amended and restated
on November 1, 1996. The leased property is one of RTIs two manufacturing
facilities. In 2002, the lease was renewed with a term of October 31, 2011.
Under the lease, RTI pays Arden a base monthly rent of approximately $30,667.
In 2008, we paid Arden approximately $477,000 for rent, taxes and other
charges. Mr. Gorders interest in such payment was approximately $159,000.

27

---

We
use the law firm of Blank Rome LLP for legal services. A partner of that firm,
David A. Dorey, is the son-in-law of the Chairman of our Board of Directors,
Mr. McKenna; however, the legal services are provided by other attorneys
at that firm and not by Mr. Dorey. In 2008, we paid that firm approximately
$235,000 for legal services and costs. The interest of Mr. Dorey in such amount
is not determinable.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF AUDITOR

The
Corporations independent registered public accounting firm for the fiscal year
ended December 31, 2008 was the firm of Virchow, Krause & Corporation, LLP,
referred to as Virchow Krause. Services provided to the Corporation and its
subsidiaries by Virchow Krause in 2008 are described below under Independent
Registered Public Accounting Firm. The Audit Committee of the Board of
Directors has appointed Virchow Krause to serve as the independent registered
public accounting firm for the year ending December 31, 2009. Shareholders will
be asked to ratify this appointment. Although action by the shareholders on
this matter is not required, the Audit Committee believes it is appropriate to
seek shareholder ratification of the appointment of the independent registered
public accounting firm to provide a forum for shareholders to express their
views with regard to the Audit Committees appointment. If the shareholders do
not ratify the appointment of Virchow Krause, the selection of independent
registered public accounting firm may be reconsidered by the Audit Committee;
provided however, the Audit Committee retains the right to continue to engage
Virchow Krause. Notwithstanding the ratification of Virchow Krause as the
Corporations independent registered public accounting firm for the year ending
December 31, 2009, the Audit Committee retains the right to replace Virchow Krause
at any time without shareholder approval. A representative of Virchow Krause is
expected to be present at the annual meeting and to be available to respond to
appropriate questions. The representative will have the opportunity to make a
statement if he or she so desires.

Independent
Registered Public Accounting Fee Information

Fees
for professional services provided by Virchow Krause, the Corporations
independent auditor, for the fiscal years ended December 31, 2008 and 2007 in
each of the following categories were:

|                       |  |      |         |      |   |         | 
|---------------------- |  | ---- | ------- | ---- | - | ------- | 
|Services
 Rendered (1) |  | 2008 |         | 2007 |  
|                       |  |      |         |      |   |         | 
|Audit Fees             |  | $    | 267,842 |      | $ | 257,529 | 
|Audit-Related
 Fees    |  |      | 14,100  |      |   | 15,400  | 
|Tax Fees               |  |      | 43,450  |      |   | 45,270  | 
|All Other
 Fees        |  |      | 5,000   |      |   |        | 
|                       |  |      |         |      |   |         | 
|Total                  |  | $    | 330,392 |      | $ | 318,199 | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(1) | The aggregate fees
 included in Audit Fees are fees billed for
 the fiscal years. The aggregate fees included in each of the other categories
 are fees billed in the fiscal
 years. Virchow Krause was engaged as independent auditor beginning in August
 2005. Does not include: audit fees of $24,713 and $18,011 billed for 2008 and
 2007, respectively, by Baker Tilly International, an affiliate of Virchow
 Krause, for audits of the Corporations foreign subsidiaries.

28

---

Audit
Fees. The audit fees for 2008 and 2007 include fees
for professional services rendered for the audit of the Corporations annual
financial statements and the review of the financial statements included in the
Corporations Form 10-K Reports and the review of the financial statements
included in the Corporations Form 10-Q Reports.

Audit-Related
Fees.The audit-related fees for 2008 and 2007 include
fees for professional services rendered for audits of the Corporations
employee benefit plan.

All
Other Fees. All other fees for 2008 include fees for
professional services rendered for a required review of one of the
Corporations royalty arrangements.

Tax
Fees. The tax fees for 2008 and 2007 include fees for
professional services rendered for tax compliance, tax advice and tax planning.

Auditor Independence

The
Audit Committee has considered the nature of the above-listed services provided
by Virchow, Krause & Company, LLP and determined that the provisions of the
services are compatible with maintaining its independence.

Pre-Approval Policy

The
Audit Committee has established pre-approval policies and procedures pursuant
to which the Audit Committee pre-approved the foregoing audit and permissible
non-audit services provided by Virchow, Krause & Company, LLP in 2008.

29

---

Audit Committee
Report

The
Audit Committee has prepared the following report on its activities with
respect to the Corporations audited consolidated financial statements for the
year ended December 31, 2008, which is referred to herein as the Corporations
audited consolidated financial statements:

| |   |                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Audit
 Committee has reviewed and discussed the audited consolidated financial
 statements with management.                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                         
| |  | The Audit
 Committee has discussed with Virchow, Krause & Company, LLP, the
 Corporations independent auditors, the matters required to be discussed by
 Statements on Auditing Standards No. 61, as amended, as adopted by the Public
 Company Accounting Oversight Board in Rule 3200T.                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                         
| |  | The Audit
 Committee has received the written disclosures and the letter from Virchow,
 Krause & Company, LLP required by applicable requirements of the Public
 Company Accounting Oversight Board regarding the independent accountants
 communications with the Audit Committees concerning independence, and has
 discussed with Virchow, Krause & Company, LLP their independence.
| |   |                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Based on the
 review and discussions referred to above, the Audit Committee has recommended
 to the Board of Directors that the audited consolidated financial statements
 be included in the Corporations Annual Report on Form 10-K for the year
 ended December 31, 2008, for filing with the Securities and Exchange
 Commission.                                                  

| |                               
| | ------------------------------
| | The Audit Committee           
| |                               
| | Nicholas A. Giordano, Chairman
| | Robert N. Masucci             
| | Michael J. McKenna            

The
Board of Directors recommends that stockholders vote for ratification of the
appointment of Virchow Krause as
the Corporations independent auditor for
2009.

30

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE

Section 16(a)
of the Securities Exchange Act of 1934 requires the Corporations executive
officers and directors and persons who own more than ten percent of a
registered class of the Corporations equity securities (collectively, the
reporting persons) to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the Corporation with
copies of these reports.

Based
on the Corporations review of the copies of these reports received by it and
written representations, if any, received from reporting persons with respect
to the filing of reports of Forms 3, 4 and 5, the Corporation believes
that all filings required to be made by the reporting persons for fiscal year
2008 (unless otherwise noted) were made on a timely basis except: Mr. Binnix
reported late on a Form 4 the sale of Common Shares and Mr. Masucci reported
late on a Form 4 two purchases of Common Shares.

SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING

Under
the Corporations bylaws, shareholder proposals with respect to the 2010 Annual
Meeting of Shareholders, including nominations for directors, which have not
been previously approved by the Board of Directors, must be submitted to the
Secretary of the Corporation no later than November 13, 2009. Any such
proposals must be in writing and sent either by personal delivery, nationally
recognized express mail or United States mail, postage prepaid to Corporate
Secretary, IntriCon Corporation, 1260 Red Fox Road, Arden Hills, Minnesota
55112. Each nomination or proposal must include the information required by the
bylaws. All late or nonconforming nominations and proposals may be rejected by
the officer presiding at the meeting.

Shareholder
proposals for the 2010 Annual Meeting of Shareholders must be submitted to the
Corporation by November 13, 2009 to receive consideration for inclusion in the
Corporations Proxy Statement relating to the 2009 annual meeting of shareholders.
Any such proposal must also comply with SEC proxy rules, including SEC Rule
14a-8, and any applicable requirements set forth in the bylaws.

In
addition, shareholders are notified that the deadline for providing the
Corporation timely notice of any shareholder proposal to be submitted outside
of the Rule 14a-8 process for consideration at the Corporations 2010 Annual
Meeting of Shareholders is November 13, 2009. As to all such matters which the
Corporation does not have notice on or prior to November 13, 2009,
discretionary authority shall be granted to the persons designated in the
Corporations Proxy related to the 2010 annual meeting of shareholders to vote
on such proposal.

ANNUAL REPORT TO SHAREHOLDERS

A
copy of the Corporations 2008 Annual Report on Form 10-K for the year ended
December 31, 2008 as filed with the SEC is being mailed to each shareholder
with this Proxy Statement.

The
Corporation files reports and other information with the Securities and Exchange
Commission, referred to as the SEC. Copies of these documents may be obtained
at the SECs public reference room in Washington, D.C. The Corporations SEC
filings are also available on the SECs web site at http://www.sec.gov.

31

---

EACH
SHAREHOLDER CAN OBTAIN A COPY OF THE CORPORATIONS ANNUAL REPORT ON FORM 10-K,
INCLUDING FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 2008 AS FILED WITH THE SEC, WITHOUT CHARGE EXCEPT FOR EXHIBITS TO
THE REPORT, BY SENDING A WRITTEN REQUEST TO: INTRICON CORPORATION, 1260 RED FOX
ROAD, ARDEN HILLS, MINNESOTA 55112 ATTN: SCOTT LONGVAL.

HOUSEHOLDING

In
order to reduce printing costs and postage fees, the Corporation has adopted
the process called householding for mailing its annual report and proxy
statement to street name holders, which refers to shareholders whose shares
are held in a stock brokerage account or by a bank or other nominee. This means
that street name holders who share the same last name and address will receive
only one copy of the Corporations annual report and proxy statement, unless
the Corporation receives contrary instructions from a street name holder at
that address. the Corporation will continue to mail a proxy card to each
shareholder of record.

If you prefer
to receive multiple copies of the Corporations proxy statement and annual
report at the same address, you may obtain additional copies by writing to
IntriCon Corporation. Attention: Scott Longval, Chief Financial Officer, 1260
Red Fox Road, Arden Hills, Minnesota 55112 or by calling (651) 604-9526.
Eligible shareholders of record receiving multiple copies of the annual report
and proxy statement can request householding by contacting The Corporation in
the same manner.

OTHER MATTERS

The
Corporation is not presently aware of any matters (other than procedural
matters) that will be brought before the Meeting which are not reflected in the
attached Notice of the Meeting. The enclosed proxy confers discretionary
authority to vote with respect to any and all of the following matters that may
come before the Meeting: (i) matters which the Corporation did not receive
notice by November 24, 2008 were to be presented at the Meeting; (ii) approval
of the minutes of a prior meeting of shareholders, if such approval does not
amount to ratification of the action taken at the meeting; (iii) the election
of any person to any office for which a bona fide nominee named in this Proxy
Statement is unable to serve or for good cause will not serve; (iv) any
proposal omitted from this Proxy Statement and the form of proxy pursuant to
Rules 14a-8 or 14a-9 under the Securities Exchange Act of 1934; and (v) matters
incident to the conduct of the Meeting. In connection with such matters, the
persons named in the enclosed proxy will vote in accordance with their best
judgment.

| |                                     
| | ------------------------------------
| | Scott
 Longval                      
| | Chief
 Financial Officer, Secretary,
| | and
 Treasurer                      

32

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INTRICON CORPORATION
ARDEN HILLS, MINNESOTA 55112

This Proxy is Solicited on Behalf of the
Board of Directors

The
undersigned, revoking all prior proxies, hereby appoints SCOTT LONGVAL and
WARREN M. BECKER with full power of substitution, as proxies and hereby
authorizes them to represent and to vote all the Common Shares of IntriCon
Corporation held of record by the undersigned on March 6, 2009, at the annual
meeting of shareholders to be held on April 15, 2009, or any postponement or
adjournment thereof.

All
proxy agents present and acting in person or by their substitutes (or, if only
one is present and acting, then that one) may exercise all of the powers
conferred by this proxy. Discretionary
authority is conferred by this proxy with respect to certain matters, as
described in IntriCon Corporations proxy statement.

xPlease mark your votes as in
this example.

| |    |                                                                                                                                                                                                             |               |                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | --------------------
| | 1. | To elect the
 following director nominees to hold office for three years until his
 respective successor has been duly elected and qualified, as more fully
 described in the accompanying proxy statement.
|
| |    | 01. Nicholas
 A. Giordano                                                                                                                                                                                   | oFOR
 NOMINEE | oWITHHOLD
 AUTHORITY
|
| |    | 02. Philip
 N. Seamon                                                                                                                                                                                       | oFOR
 NOMINEE | oWITHHOLD
 AUTHORITY
|
| | 2. | To ratify
 the appointment of Virchow, Krause & Company, LLP as the Corporations
 independent auditor for fiscal year 2009.                                                                               
|
| |    | oFOR                                                                                                                                                                                                        | oAGAINST      | oABSTAIN            
|
| | 3. | In their
 discretion, the Proxies are authorized to vote upon such other business as
 may properly come before the annual meeting.                                                                         

THE SHARES REPRESENTED BY THIS PROXY, DULY
EXECUTED, WILL BE VOTED AS INSTRUCTED ABOVE. IF INSTRUCTIONS ARE NOT GIVEN,
THEY WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEE AND FOR THE
RATIFICATION OF THE APPOINTMENT OF VIRCHOW, KRAUSE & COMPANY, LLP AS THE
CORPORATIONS INDEPENDENT AUDITOR FOR FISCAL YEAR 2009. WITH RESPECT TO SUCH
OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF, SAID PROXY IS AUTHORIZED TO VOTE IN
ACCORDANCE WITH ITS BEST JUDGMENT.

---

|                                                     |                                                                                                                                                                                                         
|---------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     | By signing this proxy, you hereby acknowledge receipt of the 2008
 Annual Report to Shareholders, Notice of the Corporations 2009 Annual
 Meeting of Shareholders and the Corporations Proxy Statement
|                                                     |                                                                                                                                                                                                         
|                                                     | ____________________________  Date ________, 2009                                                                                                                                                       
|                                                     | Signature                                                                                                                                                                                               
|                                                     | ____________________________  Date ________, 2009                                                                                                                                                       
|                                                     | Signature
 (if joint account)                                                                                                                                                                           
|                                                     |                                                                                                                                                                                                         
|                                                     | NOTE: Please
 sign and date and return in the pre-paid envelope provided.                                                                                                                               
|                                                     | Your
 signature should appear exactly as your name appears in the space to the
 left.                                                                                                                   
|                                                     | For joint
 accounts, any co-owner may sign. When signing as attorney, executor,
 administrator, or fiduciary, please give your full title as such.                                                      
|                                                     |                                                                                                                                                                                                         
|PLEASE SEE REVERSE FOR PROXY VOTING IN
 INSTRUCTIONS

---

YOUR VOTE IS IMPORTANT
VOTE TODAY IN ONE OF THREE WAYS:

|   |                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | VOTE BY INTERNET:                                                                                                                                                                                                                            
|   | Log-on to www.votestock.com                                                                                                                                                                                                                  
|   | Enter your
 control number printed below                                                                                                                                                                                                     
|   | Vote your
 proxy by checking the appropriate boxes                                                                                                                                                                                           
|   | Click on
 Accept Vote                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                              
|OR |                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                              
|2. | VOTE BY TELEPHONE:After
 you call the phone number below, you will be asked to enter the control
 number at the bottom of the page. You will need to respond to only a few
 simple prompts. Your vote will be confirmed and cast as directed.
|  
|   | Call
 toll-free in the U.S. or Canada at                                                                                                                                                                                                     
|   | 1-866-578-5350 on
 a touch-tone telephone                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                              
|OR |                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                              
|3. | VOTE BY MAIL: If
 you do not wish to vote over the Internet or by telephone, please complete,
 sign, date and return the above proxy card in the prepaid envelope provided.                                                                  

|                       
|-----------------------
|YOUR CONTROL NUMBER IS:
|                       
|(IMAGE)                
|                       

|                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|You may vote by Internet or
telephone 24 hours a day, 7 days a week. Internet and telephone voting is
available through 11:59 p.m., eastern daylight time, on April 14, 2009
Your Internet
or telephone vote authorizes the named proxies to vote in the same manner as if
you marked, signed and returned your proxy card.
|                                                                                                                                                                                                                                                                                                                           

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