ITEM 1.01 Entry into a Material Definitive Agreement
On May 20, 2009, Integra Bank N.A. (the "Bank"), the wholly owned subsidiary of Integra Bank Corporation (the "Company") entered into a formal written agreement with the Office of the Comptroller of the Currency (the "OCC"). Pursuant to the agreement, the Bank has agreed to undertake certain actions within designated timeframes and operate in compliance with the agreement's provisions during its term. The agreement is based on the results of an annual examination of the Bank by the OCC.
The agreement generally provides for the development and implementation of actions to reduce the Bank's level of criticized assets and improve earnings. The agreement requires the Bank's Board of Directors to act or cause actions to be taken with respect to six areas:
• develop and implement a staffing plan for the loan work-out department

• adopt, implement and adhere to a written program to reduce criticized assets

• conduct robust guarantor analyses for certain commercial and industrial loans and commercial real estate loans

• enhance the loan management information system to allow for split classifications for portions of single credits

• establish a process to identify and correct the root causes of untimely identification of problem credits by relationship managers and

• revise and maintain a comprehensive liquidity risk management program which assesses the Bank's current and projected funding needs.

The Bank is required to submit written progress reports on a quarterly basis with the OCC. A copy of the agreement is included as Exhibit 10.1 and is incorporated herein by reference. The description of the agreement sets forth above does not purport to be complete, and is qualified by reference to the full text of the agreement. The provisions of the agreement have been promulgated in furtherance of the regulatory authority of the OCC and are not intended to modify the previous disclosures of the Company regarding the condition of the Bank or Company or the adequacy of effectiveness of its internal control over financial reporting or disclosure controls and procedures. The Bank has already taken certain of the steps required by the agreement and is developing responses or action plans for the other requirements.
Forward Looking Statements. This report contains forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward looking statements can be identified by use of such words as "may," "will," "anticipate," "believes," "expects," "plans," "estimates, "potential," "continue," "should," and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company's market, interest rates and interest rate policies, competitive factors, government agencies and other third parties, which by their nature are not susceptible to accurate forecast, and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward looking statement.

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ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits. Exhibit No. Description of Exhibit Exhibit 10.1 Formal Written Agreement dated May 20, 2009 between Integra Bank N.A. and the Office of the Comptroller of the Currency

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