EMPLOYMENT AGREEMENT

Exhibit 10(g)

EMPLOYMENT AGREEMENT
between
INTEGRA BANK CORPORATION
and
RAYMOND D. BECK

(Effective October 15, 2008)

EMPLOYMENT AGREEMENT
between
INTEGRA BANK CORPORATION
and
RAYMOND D. BECK

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”).

Recitals

A. Executive is an employee of the Company and its subsidiary, Integra Bank N.A., serving as Executive Vice President, Chief Credit and Risk Officer.

B. The Company and Executive desire to enter into an agreement embodying the terms of Executive’s employment with the Company.

Agreement

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

1.  Effective Date. This Agreement shall be effective as of October 15, 2008 (the “Effective Date”).

2.  Term of Employment. Subject to earlier termination as provided in Section 7 of this Agreement, the original term of this Agreement shall begin on the Effective Date and shall end on December 31, 2009; provided, however, that this Agreement shall be automatically extended for successive terms of one (1) year each (the original term plus any extensions of the term are hereinafter referred to as the “Term”) unless either party provides written notice not to so extend to the other party at least sixty (60) calendar days before the scheduled expiration of the Term, in which case no further automatic extension shall occur and the Term shall end on the scheduled expiration date.

3.  Position and Responsibilities. During the Term, Executive agrees to continue to serve in his current position(s) and/or in such other senior management position(s) as the Board of Directors of the Company (the “Board”) may designate. In this capacity the Executive shall have such duties, authorities and responsibilities as are commensurate with such position(s) and such other duties and responsibilities as the Board shall designate that are consistent with such position(s).

4.  Standard of Care. During the Term, Executive (a) will devote his full working time, attention, energies and skills exclusively to the business and affairs of the Company and its affiliates; (b) will exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties; (c) will not, except as noted herein, engage in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company; and (d) will not take any action that deprives the Company of any business opportunities or otherwise act in a manner that conflicts with the best interests of the Company or that is detrimental to the business of the Company; provided, however, this Section 4 shall not be construed as preventing Executive (y) from investing his personal assets in such form or manner as will not require his services in the daily operations and affairs of the businesses in which such investments are made, or (z) from participating in charitable or other not-for-profit activities as long as such activities do not interfere with Executive’s work for the Company (or its affiliates).

5.  Compensation and Benefits. As remuneration for all services to be rendered by Executive during the Term, and as consideration for complying with the covenants herein, the Company shall pay and provide to Executive the following:

5.1. Annual Base Salary . The Company shall pay Executive a base salary of Two Hundred Twelve Thousand Dollars ($212,000) (the “Base Salary”) on an annualized basis. The Company shall review the Base Salary approximately annually during the Term to determine, at the discretion of the Company, whether the Base Salary should be increased and, if so, the amount of such adjustment and the time at which the adjustment should take effect. The Base Salary shall be paid to Executive consistent with the customary payroll practices of the Company.

5.2. Incentive Bonus. Executive shall be entitled to participate during the Term in the Integra Bank Corporation Annual Cash Incentive Plan and in any other incentive bonus plan which the Company may adopt and implement from time to time during the Term with respect to Executive’s specific position. Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any incentive bonus plan, so long as such changes are similarly applicable to other employees under such plan.

5.3. Equity Compensation. Executive shall be entitled to participate during the Term in the Integra Bank Corporation 2007 Equity Incentive Plan and in any other equity compensation plan which the Company may adopt and implement from time to time during the Term. Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any equity compensation plan, so long as such changes are similarly applicable to other employees under such plan.

5.4. Employee Benefits. The Company shall provide to Executive employee fringe benefits to which other employees of the Company are generally entitled, commensurate with his position with the Company and subject to the eligibility requirements and other terms and conditions of such plans, including life insurance coverage under the Integra Bank National Association Group Term Carve-Out Plan. Nothing contained in this Section shall obligate the Company to institute, maintain or refrain from changing, amending or discontinuing any employee fringe benefit plan, so long as such changes are similarly applicable to other employees generally.

6.  Reimbursement of Business Expenses. The Company shall pay or reimburse Executive for all ordinary and necessary expenses, in a reasonable amount, which Executive incurs in performing his duties under this Agreement. Such expenses shall be paid or reimbursed to Executive consistent with the expense reimbursement policies of the Company in effect from time to time and Executive agrees to abide by any such expense reimbursement policies.

7. Termination of Employment.

7.1. Termination Due to Death. If Executive dies during the Term, this Agreement shall terminate on the date of Executive’s death. Upon the death of Executive, the Company’s obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Executive or Executive’s legal representative that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive or Executive’s legal representative such other payments and benefits, if any, which had accrued hereunder before Executive’s death. Other than the foregoing, the Company shall have no further obligations to Executive (or Executive’s legal representatives, including Executive’s estate, heirs, executors, administrators and personal representatives) under this Agreement.

7.2. Termination Due to Disability. If Executive suffers a Disability (as hereafter defined), the Company shall have the right to terminate this Agreement and Executive’s employment with the Company. The Company shall deliver written notice to Executive of the Company’s termination because of Disability, pursuant to this Section 7.2, specifying in such notice a termination date not less than seven (7) calendar days after the giving of the notice (the “Disability Notice Period”), and this Agreement, and Executive’s employment by the Company, shall terminate at the close of business on the last day of the Disability Notice Period.

Upon the termination of this Agreement because of Disability, the Company’s obligation to pay and provide to Executive compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination for Disability. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

The term “Disability” shall mean either (i) when Executive is deemed disabled in accordance with the long-term disability insurance policy or plan of the Company in effect at the time of the illness or injury causing the disability or (ii) the inability of Executive, because of injury, illness, disease or bodily or mental infirmity, to perform the essential functions of his job (with or without reasonable accommodation) for more than one hundred twenty (120) days during any period of twelve (12) consecutive months.

7.3. Termination by the Company Without Cause. At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company without cause for any reason or no reason by notifying Executive in writing of the Company’s intent to terminate, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Company shall terminate at the close of business on the termination date specified in the Company’s notice. Upon termination of Executive’s employment by the Company without cause and in the absence of a Change in Control (as defined in Section 7.12), the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive severance compensation in a lump sum payment within thirty (30) days after the termination of employment equal to one and one-half (1.5) times the Base Salary in effect immediately prior to termination.

7.4. Termination by the Company For Cause. At any time during the Term, the Company may terminate this Agreement and Executive’s employment with the Company for “Cause” as provided in this Section 7.4. “Cause” shall mean the occurrence of one or more of the following events: (a) Executive’s conviction for a felony or of any crime involving moral turpitude; (b) Executive’s engaging in any illegal conduct or willful misconduct in the performance of his employment duties for the Company (or its affiliates); (c) Executive’s engaging in any fraudulent or dishonest conduct in his dealings with, or on behalf of, the Company (or its affiliates); (d) Executive’s failure or refusal to follow the lawful instructions of the Company, if such failure or refusal continues for a period of five (5) calendar days after the Company delivers to Executive a written notice stating the instructions which Executive has failed or refused to follow; (e) Executive’s breach of any of Executive’s obligations under this Agreement; (f) Executive’s gross or habitual negligence in the performance of his employment duties for the Company (or its affiliates); (g) Executive’s engaging in any conduct tending to bring the Company into public disgrace or disrepute or to injure the reputation or goodwill of the Company; (h) Executive’s material violation of the Company’s business ethics or conflict-of-interest policies, as such policies currently exist or as they may be amended or implemented during Executive’s employment with the Company; (i) Executive’s misuse of alcohol or illegal drugs which interferes with the performance of Executive’s employment duties for the Company or which compromises the reputation or goodwill of the Company; (j) Executive’s intentional violation of any applicable banking law or regulation in the performance of Executive’s employment duties for the Company; or (k) Executive’s failure to abide by any employment rules or policies applicable to the Company’s employees generally that Company currently has or may adopt, amend or implement from time to time during Executive’s employment with the Company.

Upon the occurrence of any of the events specified above, the Company may terminate Executive’s employment for Cause by notifying Executive in writing of its decision to terminate his employment for Cause, and Executive’s employment and this Agreement shall terminate at the close of business on the date on which the Company gives such notice.

Upon termination of Executive’s employment by the Company for Cause, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; and (b) the Company shall pay or provide Executive such other payments or benefits, if any, which had accrued hereunder before the termination date. Other than the foregoing, the Company shall have no further obligations to Executive under this Agreement.

7.5. Termination by the Company in Connection with a Change in Control . If at any time during the Term Executive’s employment under this Agreement is terminated by the Company without the Executive’s prior written consent other than for any of the reasons set forth in Sections 7.1, 7.2 and 7.4 within six (6) months before or within two (2) years after a Change in Control, the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except (a) the Company shall pay Executive that portion of his Base Salary, at the rate then in effect, which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which had accrued hereunder before the termination date; and (c) in addition, the Company shall pay Executive within (30) days following such a termination or, if later, such a Change in Control, a lump sum severance payment of an amount equal to the greater of the amount calculated under the following clauses (1) and (2): (1) a cash payment in an amount that, when added to all other accelerated payments or benefits to Executive, would be equal to two and nine-tenths (2.9) times the “Base Amount” and (2) two and nine-tenths (2.9) times the Base Amount minus the full amount payable by the Executive to the Internal Revenue Service under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, “Base Amount” is defined as Executive’s average includable salary, bonus, incentive payments and similar compensation paid by the Company for the five (5) most recent taxable years ending before the date on which the Change in Control occurs (or such shorter period of time that the Executive has been employed by the Company) . The definition, interpretation and calculation of the dollar amount of Base Amount shall be in a manner consistent with and as required by the provisions of Section 280G of the Code, and the regulations and rulings of the Internal Revenue Service promulgated thereunder.

7.6. Termination by Executive For Good Reason . At any time during the Term, Executive may terminate this Agreement and his employment with the Company by giving the Company written notice of termination for Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following:

(i) any material breach by the Company of any provision of this Agreement which is not cured by the Company within ten (10) days of receipt by the Company of written notice from Executive specifying with particularity the existence and nature of the breach; or

(ii) the occurrence of any one of the following events within six (6) months prior to or within two (2) years following a Change in Control:

(A) Without Executive’s express written consent, the assignment of Executive to any duties which are materially inconsistent with his positions, duties, responsibilities or status with the Company immediately prior to the earlier of termination of employment or the Change in Control or a substantial reduction of his duties or responsibilities which does not represent a promotion from his position, duties or responsibilities immediately prior to the earlier of termination of employment or the Change in Control.

(B) A reduction by the Company in Executive’s salary from the level of such salary immediately prior to the earlier of termination of employment or the Change in Control or the Company’s failure to increase (within twelve (12) months of Executive’s last increase in base salary) Executive’s base salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in base salary for all executive and senior officers of the Company effected in the preceding twelve (12) months.

(C) The failure by the Company to continue in effect any incentive, bonus or other compensation plan in which Executive participates, including but not limited to the Company’s stock option plans, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan), with which Executive has consented, has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue Executive’s participation therein, or any action by the Company which would directly or indirectly materially reduce Executive’s participation therein.

(D) The failure by the Company to continue to provide Executive with benefits substantially similar to those enjoyed by Executive or to which Executive was entitled under any of the Company’s principal pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans in which Executive was participating immediately prior to the earlier of the termination of employment or the Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any material fringe benefit enjoyed by Executive or to which Executive was entitled immediately prior to the earlier of the termination of employment or the Change in Control, or the failure by the Company to provide Executive with the number of paid vacation and sick leave days to which Executive is entitled on the basis of years of service or position with the Company in accordance with the Company’s normal vacation policy in effect on the date hereof.

(E) The Company’s requiring Executive to be based anywhere other than the metropolitan area where the Company office at which he was based immediately prior to the earlier of the termination of employment or the Change in Control was located, except for required travel on the Company’s business in accordance with the Company’s past management practices.

(F) Any failure of the Company to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 12.1 hereof.

(G) Any failure by the Company or its shareholders, as the case may be, to reappoint or reelect Executive to a corporate office held by him immediately prior to the earlier of the termination of employment or the Change in Control or his removal from any such office including any seat held at such time on the Company’s Board of Directors.

(H) The effectiveness of a resignation, tendered at any time, either before or after a Change in Control and regardless of whether formally characterized as voluntary or otherwise, by Executive of any corporate office held by him immediately prior to the Change in Control or of any seat held at such time on the Company’s Board of Directors, at the request of the Company or at the request of the person obtaining control of the Company in such Change in Control.

(I) Any request by the Company that Executive participate in an unlawful act.

(J) Any breach by the Company of any provision of this Agreement which is not cured by the Company within ten (10) business days after receipt by the Company of written notice from Executive specifying with particularity the existence and nature of the breach.

Notwithstanding anything in this Agreement to the contrary, Executive’s right to terminate Executive’s employment pursuant to this Section 7.6 shall not be affected by Executive’s incapacity due to physical or mental illness.

If this Agreement and Executive’s employment are terminated by Executive for the Good Reason listed in Section 7.6(i), the Company’s obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except (a) the Company shall pay Executive that portion of his Base Salary, at the rate