Integra Bank (IBNK)

Item 1.01 Entry into a Material Definitive Agreement.

Integra Bank Corporation (the "Company") announced that it entered into an Employment Agreement (the "Agreement") effective October 15, 2008 with Raymond D. Beck, Executive Vice President, Chief Credit and Risk Officer of the Company and Integra Bank.

The Agreement would expire on December 31, 2009; however, the terms are automatically extended for successive terms of one year unless either party elects not to further extend the term by providing written notice at least sixty days prior to the scheduled expiration.

The Agreement provides for a lump sum severance payment equal to 1.5 times the base salary then in effect if Mr. Beck's employment is terminated without cause and in the absence of "change in control" or if he terminates employment because of a material breach of his Agreement. If Mr. Beck's employment is terminated within six months before or two years after a "change in control" for any reason other than death, disability or cause, or if he terminates his employment for good reason six months before or within two years after a change in control, then he is entitled to receive a lump sum severance payment equal to the greater of (1) an amount that when added to all other accelerated payments or benefits would be equal to 2.9 times the "base amount" as defined in Section 280G of the Internal Revenue Code or (2) 2.9 times the "base amount" minus any excise taxes payable by the executive as an "excess parachute payment".

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01 Entry into a Material Definitive Agreement.

At a meeting held on January 18, 2006, the Compensation Committee of the Board of Directors of Integra Bank Corporation (the "Company") established the annual objectives for the 2006 plan year under the Company's 2003 Executive Annual and Long-Term Incentive Plan (the "Plan") for the following named executive officers (as reported in the Company's 2005 proxy statement): Michael T. Vea, Archie M. Brown and Martin M. Zorn. The annual objectives for the plan year ended December 31, 2006 are: earnings per share and credit quality. As provided in the Plan, 40% of any bonus earned for the 2006 plan year will be deferred for payment until completion of the 2006 plan year contingent upon achievement of certain long-term goals. A copy of the Plan was filed as Exhibit 10.1 to the Company's Annual Report on Form 10-Q for the quarter ended June 30, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01 Entry into a Material Definitive Agreement.

On December 19, 2005, the Compensation Committee of the Board of Directors of Integra Bank Corporation (the "Corporation") approved the accelerated vesting of all currently outstanding unvested stock options ("Options") awarded to recipients under its 1999 Stock Option and Incentive Plan and its 2003 Stock Option and Incentive Plan effective December 19, 2005. The decision to accelerate the vesting was made primarily to reduce non-cash compensation expense that the Company would have recorded in its income statement in future periods upon the adoption of Financial Accounting Standards Board Statement No. 123R (Share-Based Payment) in January 2006. These Options were previously awarded to executive officers and employees. There is no change to the Company’s compensation philosophy and all other terms and conditions applicable to such Options, including the exercise prices and exercise periods, remain unchanged.

The Compensation Committee believes it is in the best interest of its shareholders to accelerate the vesting of these Options to eliminate compensation expense in future periods. As a result of this action, Options to purchase up to 541,941 shares of common stock become exercisable immediately. Without the acceleration, the Options would have vested on dates ranging from January 21, 2006 to August 17, 2007.

The holders of the Options affected included the following executive officers of the Corporation identified as "named executive officers" in the Corporation's last proxy statement: Michael T. Vea, Archie M. Brown and Martin M. Zorn who hold an aggregate of 139,344 Options and other employees who hold an aggregate of 402,597 Options.

Based on the Corporation’s closing stock price of $21.39 price per share on the date of accelerated vesting, 47% of the total accelerated Options have exercise prices below the closing market price at the time of acceleration.

The Corporation estimates that approximately $0.9 million, net of taxes, of compensation expenses in 2006 and approximately $0.2 million, net of taxes, of compensation expenses in 2007 will be eliminated as a result of the acceleration of vesting.

Since the Corporation currently accounts for its stock options in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"), it will report the eliminated future compensation expense related to the affected Options in its fourth quarter 2005 financial statements as a pro-forma disclosure.

Approximately 256,000 of the Options for which vesting has been accelerated have exercise prices from $16.33 to $20.54 on December 19, 2005. Under the intrinsic value provision of APB No. 25, the Corporation will expense approximately $20,000 as a result of this acceleration during the fourth quarter of 2005. Without the acceleration, these 256,000 Options would have fully vested by July 16, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.