Integra Bank Corp Sample Contracts

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BETWEEN
Assignment Agreement • August 14th, 2000 • Integra Bank Corp • State commercial banks • Illinois
WITNESSETH:
Merger Agreement • March 31st, 1995 • National City Bancshares Inc • State commercial banks • Illinois
And
Rights Agreement • July 19th, 2001 • Integra Bank Corp • State commercial banks • Indiana
EMPLOYMENT AGREEMENT BETWEEN INTEGRA BANK CORPORATION AND MARTIN M. ZORN
Employment Agreement • November 13th, 2003 • Integra Bank Corp • State commercial banks • Indiana
WITNESSETH:
Term Loan Agreement • March 27th, 1997 • National City Bancshares Inc • State commercial banks • Illinois
WITNESSETH:
Retirement Benefit Agreement • March 27th, 1997 • National City Bancshares Inc • State commercial banks • Indiana
EMPLOYMENT AGREEMENT between INTEGRA BANK CORPORATION and RAYMOND D. BECK (Effective October 15, 2008)
Employment Agreement • March 6th, 2009 • Integra Bank Corp • State commercial banks • Indiana

This Employment Agreement (“Agreement”) is made and entered into on this 15th day of October 2008, by and between Integra Bank Corporation, an Indiana corporation (the “Company”) and Raymond D. Beck (“Executive”).

CHANGE IN CONTROL BENEFITS AGREEMENT
Change in Control Benefits Agreement • March 5th, 2010 • Integra Bank Corp • State commercial banks • Indiana

This Change in Control Benefits Agreement ("Agreement") is made and entered into as of May 22, 2007, by and between Integra Bank Corporation, an Indiana corporation (hereinafter referred to as the "Company"), and John W. Key (hereinafter referred to as "Employee").

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EMPLOYMENT AGREEMENT BETWEEN INTEGRA BANK CORPORATION AND CHARLES A. CASWELL
Employment Agreement • November 13th, 2003 • Integra Bank Corp • State commercial banks • Indiana
RESTRICTED STOCK AGREEMENT (EMPLOYEE)
Restricted Stock Agreement (Employee) • July 20th, 2009 • Integra Bank Corp • State commercial banks • Indiana

This Restricted Stock Agreement (“Agreement”) has been entered into as of the day of , 200 , between Integra Bank Corporation, an Indiana corporation (the “Company”), and (“Participant”), an employee of the Company or one of the Company’s subsidiaries pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”).

AGREEMENT BY AND BETWEEN Integra Bank, National Association Evansville, Indiana and The Comptroller of the Currency
Agreement by And • May 27th, 2009 • Integra Bank Corp • State commercial banks

Integra Bank, National Association, Evansville, IN (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations.

United States Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, D.C. 20220 February 27, 2009
Integra Bank Corp • March 2nd, 2009 • State commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement — Standard Terms dated of as of the date of this letter agreement (the “Securities Purchase Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 19th, 2007 • Integra Bank Corp • State commercial banks

This Second Amendment to Rights Agreement dated as of October 17, 2007 (this “Amendment”), by and between Integra Bank Corporation, an Indiana corporation (the “Company”), and Integra Bank, N.A., a national banking association (the “Rights Agent”), amends the Rights Agreement dated as July 18, 2001, as amended September 15, 2004, by and between the Company and the Rights Agent (the “Rights Agreement”). Unless otherwise defined herein, capitalized terms in the Amendment shall have the meanings given to them in the Rights Agreement.

RESTRICTED STOCK AGREEMENT (DIRECTOR)
Restricted Stock Agreement (Director) • April 20th, 2007 • Integra Bank Corp • State commercial banks • Indiana

This Restricted Stock Agreement (“Agreement”) has been entered into as of the day of , 200 , between Integra Bank Corporation, an Indiana corporation (the “Company”), and (“Participant”), a director of the Company who is not an Employee of the Company or one of the Company’s Subsidiaries pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”).

RECITALS
Consulting Agreement • March 30th, 2000 • National City Bancshares Inc • State commercial banks • Indiana
WITNESSETH:
Stock Option Agreement • May 24th, 1999 • National City Bancshares Inc • State commercial banks
SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • September 1st, 2009 • Integra Bank Corp • State commercial banks • Indiana

This Separation and Release Agreement (“Agreement”) is entered into by and between INTEGRA BANK CORPORATION (the “Company”) and MICHAEL T. VEA (“Executive”).

December 1, 2009
Integra Bank Corp • November 19th, 2009 • State commercial banks

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

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