RESTRICTED STOCK AGREEMENT (CPP)

RESTRICTED STOCK AGREEMENT (CPP)

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”).

WHEREAS, the Committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”) has granted to Participant a restricted stock award pursuant to the terms and conditions as provided in the Plan and this Agreement;

WHEREAS, the Company is a participant in the Department of the Treasury’s Capital Purchase Program (“CPP”), a financial stability program implemented under the Troubled Asset Relief Program;

WHEREAS, the Participant at the time this award is granted is one of the five “most highly compensated” employees of the Company as determined under Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and the interim final rule promulgated pursuant to such statutes set forth at 31 CFR Part 30 and any additional rules, regulations or guidelines hereafter issued (collectively, the “CPP Rules”);

WHEREAS, the amount and terms of the award are subject to the limitations in the CPP Rules; and

WHEREAS, the parties desire to set forth the terms and conditions of the award.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows:

1.  Grant of Award . Subject to the terms and conditions set forth in the Plan and this Agreement, the Committee hereby grants to Participant an award of        restricted shares (the “Restricted Shares”) of the Company’s common stock (the “Common Stock”). The date of this grant (the “Restricted Share Award Date”) is               , 200        . The value of the award may not exceed one-third of the Participant’s annual compensation (including the value of the award) as determined in accordance with the CPP Rules for the year in which the award is being made. This award is also expressly subject to and conditioned upon Participant’s compliance with the accompanying letter agreement.

2.  Representations of Participant . Participant hereby (a) accepts the award of Restricted Shares described in paragraph 1, (b) agrees that the Restricted Shares will be held by him or her and his or her successors subject to (and will not be disposed of except in accordance with) all of the restrictions, terms and conditions contained in this Agreement and the Plan, (c) represents that he or she is acquiring the Restricted Shares for investment and not with a view to or for resale or distribution thereof; (d) acknowledges that the Restricted Shares are subject to the terms and conditions of the CPP Rules; (e) understands that the transfer or resale of the Restricted Shares may be subject to restriction under the Securities Act of 1933, as amended, or any applicable state securities laws; and (f) agrees that any certificates issued for the Restricted Shares may bear the following legend or such other legend as the Company, from time to time, deems appropriate:

“The transferability of this certificate and the shares represented hereby are subject to the terms and conditions (including forfeiture) contained in the Integra Bank Corporation 2007 Equity Incentive Plan, and an Award Agreement entered into between the registered owner and Integra Bank Corporation. Copies of the Plan and Award Agreement are on file in the office of the Secretary of Integra Bank Corporation.”

3.  Vesting . Subject to the terms of the Plan, the Restricted Shares shall become fully vested and nonforfeitable to the extent that both of the following schedules have been satisfied with respect to the vesting Restricted Shares:

(a)  provided he or she still is, and since the date of this Agreement has continuously been employed by the Company or one of its subsidiaries on the following dates:

and (b), for as long as the Company remains a participant in the CPP, upon the expiration in accordance with the following schedule:

(i) 25% of the Restricted Stock Award at the time the Company repays 25% of the aggregate financial assistance received under the CPP;

(ii) an additional 25% of the Restricted Stock Award at the time the Company repays 50% of the aggregate financial assistance received under the CPP;

(iii) an additional 25% of the Restricted Stock Award at the time the Company repays 75% of the aggregate financial assistance received under the CPP; and

(iv) the remainder of the Restricted Stock Award at the time the Company repays 100% of the financial assistance received under the CPP; provided, however, the foregoing schedule shall be subject to change to the extent hereafter required by the CPP Rules.

4.  Restriction Period . Except as otherwise provided in this Agreement or the Plan, Participant may not sell, assign, transfer, pledge or otherwise dispose of or encumber any of the Restricted Shares, or any interest therein, until his rights in such Shares have vested in accordance with Section 3 of this Agreement (the “Restriction Period”). Any purported sale, assignment, transfer, pledge or other disposition or encumbrance in violation of this Agreement or the Plan will be void and of no effect.

5.  Voting and Dividends . During the Restriction Period and except as otherwise provided in the Plan, Participant shall have the right to vote the Restricted Shares but shall not have any other rights of a shareholder, including the right to receive any cash dividends paid on the Restricted Shares. Stock dividends and shares issued as a result of any stock-split, if any, issued with respect to the Restricted Shares shall be treated as additional Restricted Shares and shall be subject to the same restrictions and other terms and conditions that apply with respect to, and shall vest or be forfeited at the same time as, the Restricted Shares with respect to which such stock dividends or shares are issued.

6.  Forfeiture . Except as provided in the Plan or by the Committee, in its sole discretion, upon termination of employment with the Company or one of its subsidiaries Participant shall forfeit all unvested Restricted Shares, and shall not receive any compensation for such forfeited Restricted Shares. Participant shall have no further rights as a shareholder of the Company with respect to the forfeiture, including, without limitation, any right to receive any distribution payable to shareholders of record on or after the date of such forfeiture.

7.  Certificates . As soon as practicable after the Restricted Share Award Date, the Company shall issue stock certificates in respect of the Restricted Shares which will be registered in Participant’s name, and shall bear whatever legend the Committee shall determine, including, but not limited to, the legend set forth in paragraph 2. Such certificates shall be he