EXHIBIT 99
REVOCABLE PROXY
WEBSTER BANCORP, INC.
SPECIAL MEETING OF SHAREHOLDERS
January __, 2001
The undersigned, a shareholder of WEBSTER BANCORP, INC. hereby
constitutes and appoints _______________ and ________________ or
either of them acting individually as the attorney and proxy of
the undersigned, with full power of substitution, for and in the
name and stead of the undersigned to attend the special meeting
of shareholders of Webster to be held on January __, 2001 at
__:__ _.m., and any adjournment or postponement thereof, to vote
all shares which the undersigned would be entitled to cast if
personally present, upon such business as may properly come
before the meeting, including the following items, as set forth
in the notice of meeting.
1. A proposal to approve the Agreement
and Plan of Reorganization, as
amended, between Webster and
Integra Bank Corporation, as more
fully described in the
accompanying proxy For Against Abstain
statement/prospectus. [ ] [ ] [ ]
2. To transact such other business as
may properly come before the meeting.
If not otherwise specified, the shares will be voted
FOR Proposal 1. The undersigned hereby revokes all previous
proxies for such meeting, and hereby acknowledges receipt of the
notice of the meeting and the proxy statement/prospectus
furnished herewith.
In the event proxies representing a sufficient number
of shares voting to approve the Agreement and Plan of
Reorganization are not obtained before the meeting, a proposal to
adjourn the meeting in order to solicit additional proxies will
be put to a vote at the meeting.
Please be sure to sign and date
this Proxy below.
Date ______________, 200_
(Shareholder sign above) Co-holder (if any) sign above
NOTE: If shares are registered in more than one name, all
owners should sign. If signing in a fiduciary or
representative capacity, please give full title and
attach evidence of authority. Corporations please
sign with full corporate name by a duly authorized
officer and affix the corporate seal.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY