AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

by and among

INTEGRA BANK CORPORATION ,
an Indiana corporation,

PFC MERGER CORP.,
a Delaware corporation

and

PRAIRIE FINANCIAL CORPORATION ,
a Delaware corporation

Dated as of October 5, 2006

TABLE OF CONTENTS

INDEX TO DEFINITIONS

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of October 5, 2006 (“Agreement”), is made by and among Integra Bank Corporation, an Indiana corporation (“Integra”), PFC Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Integra (“Sub”), and Prairie Financial Corporation, a Delaware corporation (“Prairie”).

     WHEREAS, Integra is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”), and is the owner of all of the outstanding capital stock of Integra Bank National Association, a national banking association (“Integra Bank”).

     WHEREAS, Prairie is registered as a bank holding company under the BHCA and is the owner of all of the outstanding capital stock of Prairie Bank & Trust Company, an Illinois banking corporation (“Prairie Bank”).

     WHEREAS, Integra and Prairie have each determined that it is in the best interests of their respective stockholders for Prairie to merge with Sub upon the terms and subject to the conditions set forth in this Agreement (the “Merger”);

     WHEREAS, Prairie has received the opinion of Hovde Financial, Inc., its financial advisors, that the consideration to be paid to stockholders of Prairie pursuant to this Agreement is fair from a financial point of view;

     WHEREAS, the parties intend that immediately after the Merger becomes effective, Prairie Bank shall merge with and into Integra Bank (the “Bank Merger”); and

     WHEREAS, the respective Boards of Directors of Integra, Sub and Prairie have each approved this Agreement and the consummation of the transactions contemplated hereby and approved the execution and delivery of this Agreement.

     NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

THE MERGER AND THE BANK MERGER

      Section 1.1 Merger . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 below), Prairie and Sub will merge with Prairie as the resulting or surviving corporation (“Surviving Corporation”) and the separate corporate existence of Sub will thereupon cease in accordance with the applicable provisions of the Delaware General Corporation Law (“DGCL”).

     Integra may at any time change the method of effecting the combination with Prairie (including, without limitation, the provisions of this Article I) if and to the extent it reasonably deems such change to be desirable, including, without limitation, to provide for Sub to become the Surviving Corporation, to provide for the merger of the Surviving Corporation into Integra or a wholly-owned subsidiary of Integra as a condition to the opinion contemplated in Section 7.2(d) or to change the effective time of the Bank Merger; provided, however, that no such change shall (A) alter or change the amount or kind of consideration to be issued to holders of shares of common stock, par value $1.00 per share (“Prairie Common Stock”), of Prairie as provided for in this Agreement, (B) materially impede or delay consummation of the transactions contemplated by this Agreement, or (C) would result in any material adverse tax consequences to Prairie stockholders not expressly contemplated by this Agreement.

      Section 1.2 Effective Time . Prior to the Closing Date (as defined in Section 6.1), Integra and Prairie shall cause a certificate of merger complying with the requirements of the DGCL to be filed with the Secretary of State of the State of Delaware (the “Delaware Certificate of Merger”) specifying that the Merger will become effective at 11:59 p.m. (CDT) on the day on which the Closing Date occurs (the “Effective Time”).

      Section 1.3 Effect of Merger . The Merger will have the effects specified in the DGCL. Without limiting the generality of the foregoing, Prairie will continue to be governed by the laws of the State of Delaware, and the separate corporate existence of Prairie and all of its rights, privileges, powers and franchises, public as well as private, and all its debts, liabilities and duties as a corporation organized under the DGCL, will continue unaffected by the Merger.

      Section 1.4 Certificate of Incorporation and By-laws . The Certificate of Incorporation and By-laws of Sub in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and By-laws of the Surviving Corporation, until amended in accordance with applicable law.

      Section 1.5 Directors and Officers . The directors and officers of Sub immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation, from and after the Effective Time, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the terms of the Surviving Corporation’s Certificate of Incorporation and By-laws and the DGCL.

      Section 1.6 Additional Actions . If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Prairie, or (ii) otherwise carry out the purposes of this Agreement, Prairie and its officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Prairie or (b) otherwise carry out the purposes of this Agreement and the officers and directors of the Surviving Corporation are authorized in the name of Prairie or otherwise to take any and all such action.

      Section 1.7 Bank Merger . Upon the terms and subject to the conditions set forth in this Agreement and the Bank Merger Agreement in the form attached hereto as Exhibit A (the “Bank Merger Agreement”), and in accordance with the National Bank Act, and the Illinois Banking Act (collectively the “Banking Laws”), Prairie Bank will be merged with and into Integra Bank. Prairie Bank shall be the merging association and its separate corporate existence shall cease as of the effective time of the Bank Merger. Integra Bank shall be the surviving association and shall succeed to and assume all rights and obligations of Prairie Bank in accordance with the Banking Laws. The Bank Merger shall have the other consequences provided for in the Bank Merger Agreement and the Banking Laws.

      Section 1.8 Absence of Control . Subject to any specific provisions of this Agreement, it is the intent of the parties to this Agreement that neither Integra nor Prairie by reason of this Agreement shall be deemed (until consummation of the transactions contemplated herein) to control, directly or indirectly, the other party or any of its respective subsidiaries and shall not exercise, or be deemed to exercise, directly or indirectly, a controlling influence over the management or policies of such other party or any of its respective subsidiaries.

ARTICLE II

CONVERSION OF SHARES

      Section 2.1 Conversion of Shares .

     (a) At the Effective Time, each then outstanding share of Prairie Common Stock not owned by Integra or any direct or indirect wholly-owned subsidiary of Integra, except for any such shares of Prairie Common Stock (i) held in the treasury of Prairie, or (ii) owned by Prairie stockholders who have properly demanded appraisal and payment for such shares pursuant to § 262 of the DGCL (“Dissenting Shares”), will be converted into the right to receive either (A) if and only if the conditions set forth in Section 7.3(d) with respect to the election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the “Code”), are satisfied, 5.914 shares of common stock, stated value $1.00 per share and the related rights to purchase shares of Series A Preferred Stock, no par value, which are attached to and trade with such shares (“Integra Common Stock”), of Integra (the “Per Share Stock Consideration”) and $65.26 in cash; or (B) if the conditions set forth in Section 7.3(d) are not satisfied, 5.760 shares of Integra Common Stock (the “Adjusted Per Share Stock Consideration”) and $63.57 in cash. The shares of Integra Common Stock and cash provided for in this Section 2.1(a) are referred to as the “Merger Consideration”.

     (b) Each holder of Prairie Common Stock who would otherwise have been entitled to receive a fraction of a share of Integra Common Stock shall receive, in lieu thereof, cash in an amount equal to such fractional part of a share

of Integra Common Stock multiplied by the Market Price (as defined in Section 8.6(a)(vi)).

     (c) At the Effective Time, each share of Prairie Common Stock held in Prairie’s treasury immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, be canceled.

     (d) At the Effective Time, each then-outstanding share of Prairie Common Stock owned by Integra or any direct or indirect wholly-owned subsidiary of Integra (except for any shares that are Trust Account Shares or Dissenting Shares) will be canceled and retired.

     (e) Each share of common stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $1.00 per share, of the Surviving Corporation from and after the Effective Time.

      Section 2.2 Treatment of Stock Options .

     (a) At the Effective Time, all rights under any stock option granted by Prairie or its predecessors pursuant to Prairie’s existing stock option plans (collectively, the “Prairie Option Plans”) that remain outstanding and unexercised, whether vested or unvested, immediately prior to the Effective Time, other than the options referenced in Section 2.2(b) and 2.2(c) below (“Unexercised Options”), shall cease to represent a right to acquire shares of Prairie Common Stock and shall be converted into an option to purchase Integra Common Stock (“Integra Substitute Options”) in an amount and at an exercise price determined in this Section 2.2(a) and otherwise subject to the terms of the agreements evidencing the original grants of such options. The adjustments provided in this Section 2.2(a) with respect to Unexercised Options shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code. The duration and other terms of the Integra Substitute Options shall be the same as the original option except that all references to Prairie shall be deemed to be references to the Integra.

     (b) At the Effective Time, the outstanding stock options to purchase an aggregate of 23,965 shares of Prairie Common Stock at its fair market value on the date of exercise shall be canceled in accordance with the agreement between Prairie and the holders of such options.

     (c) At the Effective Time, all rights under the outstanding and unexercised stock options held by Dorothy Oremus not otherwise canceled in accordance with Section 2.2(b) shall cease to represent a right to acquire shares of Prairie Common Stock and shall be converted into the right to receive cash in an amount (less any applicable withholding taxes) equal to (a) the number of shares of Prairie Common Stock subject to the original option, multiplied by (b) the

Merger Consideration minus the applicable exercise price of the original option. For purposes of this Section 2.2(b), the Integra Common Stock portion of the Merger Consideration shall be valued at the Market Price.

      Section 2.3 Exchange of Certificates .

     (a) Exchange Agent . Prior to the Effective Time, Integra shall designate Integra Bank to act as exchange agent (the “Exchange Agent”) in connection with the Merger pursuant to an exchange agent agreement providing for, among other things, the matters set forth in this Section 2.3. Except as set forth herein, from and after the Effective Time, each holder of a certificate that immediately prior to the Effective Time represented outstanding shares of Prairie Common Stock (a “Certificate”) shall be entitled to receive in exchange therefor, upon surrender thereof to the Exchange Agent, the Merger Consideration for each share of Prairie Common Stock so represented by the Certificate surrendered by such holder thereof. The certificates representing shares of Integra Common Stock included in the Merger Consideration shall be properly issued and countersigned and executed and authenticated, as appropriate.

     (b) Notice of Exchange . Promptly after the Effective Time, Integra shall cause the Exchange Agent to mail and/or make available to each record holder of a Certificate a notice and letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate shall pass, only upon proper delivery of the Certificate to the Exchange Agent) advising such holder of the effectiveness of the Merger and the procedures to be used in effecting the surrender of the Certificate in exchange therefor. Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and completed in accordance with the instructions thereon, and such other documents as may reasonably be requested, the Exchange Agent shall promptly deliver to the person entitled thereto the Merger Consideration for each share of Prairie Common Stock so represented by the Certificate surrendered by such holder thereof, and such Certificate shall forthwith be canceled.

     (c) Transfer . If delivery of all or part of the Merger Consideration is to be made to a person other than the person in whose name a surrendered Certificate is registered, it shall be a condition to such delivery or exchange that the Certificate surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such delivery or exchange shall have paid any transfer and other taxes required by reason of such delivery or exchange in a name other than that of the registered holder of the Certificate surrendered or shall have established to the reasonable satisfaction of the Exchange Agent that such tax either has been paid or is not payable.

     (d) Right to Merger Consideration . Subject to Section 2.3(e) below, until surrendered and exchanged in accordance with Section 2.1 or 2.3, each Certificate shall, after the Effective Time, represent solely the right to receive the Merger Consideration, payable to the holder of the shares of Prairie Common

Stock evidenced by such Certificate, together with any dividends or other distributions as provided in Sections 2.3(e) and 2.3(f) below, and shall have no other rights. From and after the Effective Time, Integra shall be entitled to treat such Certificates that have not yet been surrendered for exchange as evidencing the right to receive the aggregate Merger Consideration into which the shares of Prairie Common Stock represented by such Certificates may be converted, notwithstanding any failure to surrender such Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to the Surviving Corporation or its successor any shares of Integra Common Stock and funds (including any interest received with respect thereto) which Integra has made available to the Exchange Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to the Surviving Corporation or its successor (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, cash in lieu of fractional shares and dividends or distributions, if any, deliverable or payable upon due surrender of their Certificates. Neither the Exchange Agent nor any party hereto shall be liable to any holder of shares of Prairie Common Stock for any Merger Consideration (or dividends, distributions or interest with respect thereto) delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

     (e) Distributions with Respect to Unexchanged Certificates . Whenever a dividend or other distribution is declared by Integra on Integra Common Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, provided that no dividends or other distributions declared or made with respect to Integra Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the share of Integra Common Stock represented thereby until the holder of such Certificate shall surrender such Certificate in accordance with this Article II. The Surviving Corporation, or its successor, shall pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by Prairie on Prairie Common Stock in accordance with the terms of this Agreement on or prior to the Effective Time and which remain unpaid at the Effective Time.

     (f) Lost, Stolen or Destroyed Certificates . In the event that any Certificate shall have been lost, stolen or destroyed, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that fact by the holder thereof in form satisfactory to the Exchange Agent, the Merger Consideration, as may be required pursuant to this Agreement; provided, however, that the Exchange Agent may, in its sole discretion and as a condition precedent to the delivery of the Merger Consideration to which the holder of such certificate is entitled as a result of the Merger, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such sum as it may direct as indemnity against any claim that may be

made against Prairie, Integra or the Exchange Agent or any other party with respect to the certificate alleged to have been lost, stolen or destroyed.

     (g) Voting With Respect to Unexchanged Certificates . Holders of unsurrendered Certificates will not be entitled to vote at any meeting of Integra shareholders.

     (h) No Fractional Shares . No certificates or scrip representing fractional shares of Integra Common Stock shall be issued upon the surrender for exchange of a Certificate or Certificates. No dividends or distributions of Integra shall be payable on or with respect to any fractional share and any such fractional share interest will not entitle the owner thereof to vote or to any rights of shareholders of Integra. In lieu of any such fractional shares, holders of Certificates otherwise entitled to fractional shares shall be entitled to receive promptly from the Exchange Agent a cash payment in an amount equal to the fraction of such share of Integra Common Stock to which such holder would otherwise be entitled multiplied by the Market Price.

      Section 2.4 Closing of Prairie’s Transfer Books . The stock transfer books of Prairie shall be closed at the close of business on the business day immediately preceding the date of the Effective Time. In the event of a transfer of ownership of Prairie Common Stock which is not registered in the transfer records of Prairie, the Merger Consideration to be distributed pursuant to this Agreement may be delivered to a transferee, if a Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by payment of any applicable stock transfer taxes. Integra and the Exchange Agent shall be entitled to rely upon the stock transfer books of Prairie to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement for their shares of Prairie Common Stock, which books shall be conclusive with respect to the ownership of such shares. In the event of a dispute with respect to the ownership of any such shares, the Surviving Corporation and the Exchange Agent shall be entitled to deposit any Merger Consideration not already paid represented thereby in escrow with an independent party and thereafter be relieved with respect to any claims to such Merger Consideration.

      Section 2.5 Changes in Integra Common Stock . If between the date of this Agreement and the Effective Time, the shares of Integra Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, split-up, combination or exchange of shares, or if a stock dividend thereon shall be declared with a record date within said period, the Merger Consideration shall be adjusted proportionately such that the holders will receive the same amount of Integra Common Stock as if the Integra Common Stock issuable pursuant to the Merger had been outstanding at the record date for such reclassification, recapitalization, split-up, combination, exchange of shares, or dividend.

      Section 2.6 Dissenter’s Rights . No holder of Dissenting Shares shall be entitled to the Merger Consideration or cash in lieu of fractional shares or any dividends or other distributions pursuant to this Article II unless and until the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal of such shares of Prairie Common Stock under § 262 of the DGCL, and any such stockholder shall be entitled

to receive only the payment provided by § 262 of the DGCL with respect to Dissenting Shares. If any Prairie stockholder who otherwise would be deemed to hold Dissenting Shares shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent with respect to any such shares, such shares of Prairie Common Stock shall thereupon be treated as though such shares of Prairie Common Stock had been converted into the right to receive the Merger Consideration pursuant to Section 2.1. Prairie shall give Integra (a) prompt notice of any written demands for appraisal, attempted withdrawals of such demands and any other instruments served pursuant to applicable law received by Prairie relating to Prairie’s rights of appraisal and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under § 262 of the DGCL. Prairie shall not, except with the prior written consent of Integra (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INTEGRA AND SUB

     Integra and Sub, jointly and severally, hereby represent and warrant to Prairie that:

      Section 3.1 Corporate Organization . Integra is a corporation duly organized and validly existing under the laws of the State of Indiana and is duly qualified to do business as a foreign corporation in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect (as defined in Section 8.6(a)(vii)). Integra is registered as a bank holding company under the BHCA. Integra has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Integra has heretofore delivered to Prairie true and complete copies of its Articles of Incorporation and By-laws as currently in effect. Sub is duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in Illinois. =

      Section 3.2 Authority . Each of Integra and Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly approved by the Boards of Directors of Integra and Sub and no other corporate or shareholder proceedings on the part of Integra or Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly executed and delivered by, and constitutes valid and binding obligations of, Integra and Sub enforceable against Integra and Sub in accordance with its terms, except as enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy

of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought.

      Section 3.3 Capitalization . As of the date hereof, the authorized capital stock of Integra consists of 29,000,000 shares of Integra Common Stock and 1,000,000 shares of preferred stock, no par value. As of the close of business on October 2, 2006 (a) 17,704,245 shares of Integra Common Stock were validly issued and outstanding, fully paid and nonassessable and (b) no shares of preferred stock were issued and outstanding. As of the date hereof, except as set forth in this Section 3.3, shares issued pursuant to the exercise of stock options or the lapsing of restrictions on restricted stock grants under Integra’s stock option and incentive plans, Integra’s dividend reinvestment plan, and Integra’s Shareholder Rights Plan dated as of July 18, 2001 (the “Rights Plan”), there are no other shares of capital stock of Integra authorized, issued or outstanding and there are no outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of Integra obligating Integra to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Integra or obligating Integra to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. As of the date hereof, there are no voting trusts or other agreements or understandings to which Integra or any Integra subsidiary is a party with respect to the voting of the capital stock of Integra. All of the shares of Integra Common Stock issuable in exchange for Prairie Common Stock at the Effective Time in accordance with this Agreement and all of the shares of Integra Common Stock issuable upon the exercise of Integra Substitute Options will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and will not be subject to preemptive rights. The authorized capital stock of Sub consists of 1,000 shares of common stock, par value $1.00 per share, of which 100 shares are outstanding and are owned by Integra.

      Section 3.4 Subsidiaries . Integra Bank is the only Significant Subsidiary (as defined in Section 8.6(a)(i)) of Integra. Integra Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and is duly qualified to do business in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect. Integra Bank has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as they are now being conducted. All outstanding shares of capital stock of Integra Bank are owned by Integra and are validly issued, fully paid and (except pursuant to 12 U.S.C. Section 55) nonassessable, are not subject to preemptive rights and are owned free and clear of all liens, claims and encumbrances. There are no outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of Integra Bank obligating Integra Bank to issue, deliver or sell, or cause to be issued, delivered or sold additional shares of its capital stock or obligating Integra Bank to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment.

      Section 3.5 Information in Disclosure Documents, Registration Statement, Etc. None of the information with respect to Integra or any of Integra’s subsidiaries provided by

Integra for inclusion in (a) the registration statement to be filed with the Securities and Exchange Commission (the “Commission”) by Integra on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering the shares of Integra Common Stock to be issued in the Merger (the “Registration Statement”) and (b) the proxy statement of Prairie to be mailed to the stockholders of Prairie in connection with the Merger (the “Proxy Statement”) will, in the case of the Proxy Statement or any amendments or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the Prairie Stockholders Meeting (as defined in Section 5.14), or, in the case of the Registration Statement, at the time it becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated thereunder.

      Section 3.6 Consents and Approvals, No Violation . Neither the execution and delivery of this Agreement by Integra or Sub nor the consummation by Integra and Sub of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of its Articles or Certificate of Incorporation or By-laws, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other encumbrance upon any of the properties or assets of Integra or any of Integra’s subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Integra or any of Integra’s subsidiaries is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or (c) require on the part of Integra or Sub any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign (a “Governmental Entity”), except for (i) filings pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) filing the Delaware Certificate of Merger, (iii) filings required under the securities or blue sky laws of the various states, (iv) filings with, and, if necessary, approval by, the Federal Reserve Board (the “FRB”) and the Office of the Comptroller of the Currency (the “OCC”), (v) filings with, and, if necessary, approval by the Illinois Commissioner of the Department of Financial and Professional Regulation (the “State Agency”), or (vi) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made will not, individually or in the aggregate, have a Material Adverse Effect.

      Section 3.7 Reports and Financial Statements .

     (a) Since January 1, 2001, Integra and each of Integra’s subsidiaries have filed all reports, registrations and statements, together with any required amendments thereto, that they were required to file with the Commission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements (the “Integra Reports”). Integra has previously furnished or will promptly furnish

Prairie with true and complete copies of each of Integra’s annual reports on Form 10-K for the years 2001 through 2005 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006. As of their respective dates, the Integra Reports complied in all material respects with the requirements of the Commission and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Integra included in the Integra Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Integra and Integra’s subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. There exist no material liabilities of Integra and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Integra Reports. The reserves, the allowance for possible loan and lease losses and the carrying value for real estate owned which are shown in Integra’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 are, to Integra’s Knowledge, adequate in all respects under the requirements of generally accepted accounting principles applied on a consistent basis and safe and sound banking practices to provide for possible losses on items for which reserves were made, loans and leases outstanding and real estate owned as of the respective dates.

     (b) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Integra Reports filed since August 29, 2002, the chief executive officer and chief financial officer of Integra have made all certifications required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and any related rules and regulations promulgated by the Commission and the statements contained in any such certifications are complete and correct.

     (c) The management of Integra has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to Integra, including its consolidated subsidiaries, is made known to the management of Integra by others within those entities, and (ii) disclosed, based on its most recent evaluation, to outside auditors and the audit committee of the Board of Directors of Integra (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Integra’s ability to record, process, summarize and report financial data and (B) any fraud, whether

or not material, that involves management or other employees who have a significant role in Integra’s internal control over financial reporting.

     (d) Integra is, or will timely be, in compliance, in all material respects, with all current and proposed listing and corporate governance requirements of the Nasdaq Global Market, and is in compliance in all material respects, and will continue to remain in compliance from the date hereof until immediately after the Effective Time, with all rules, regulations and requirements of the Sarbanes-Oxley Act and the Commission.

     (e) As of the date hereof, Integra has not identified any material weaknesses in the design or operation of its internal control over financial reporting other than as disclosed in the Integra Reports.

      Section 3.8 Absence of Certain Changes or Events . Except as disclosed in the Integra Reports filed by Integra with the Commission prior to the date of this Agreement, since December 31, 2005, there has not been any change in the financial condition, results of operations or business of Integra and its subsidiaries which has had or will have a Material Adverse Effect.

      Section 3.9 Litigation . Except as disclosed in the Integra Reports filed by Integra with the Commission prior to the date of this Agreement, there is no suit, action or proceeding pending, or, to the Knowledge of Integra, threatened against or affecting Integra or any of Integra’s subsidiaries which, if decided adversely to Integra, would be reasonably expected to result in a Material Adverse Effect, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Integra or any of Integra’s subsidiaries having, or which would reasonably be expected to have, a Material Adverse Effect.

      Section 3.10 Compliance with Laws and Orders . Except as disclosed in the Integra Reports filed by Integra with the Commission prior to the date of this Agreement, the businesses of Integra and its subsidiaries are not being conducted in violation of any law, ordinance, regulation, judgment, order, decree, license or permit of any Governmental Entity (including, without limitation, in the case of Integra Bank, all statutes, rules and regulations pertaining to the conduct of the banking business and the exercise of trust powers), except for violations which individually or in the aggregate do not, and would not reasonably be expected to, have a Material Adverse Effect. No investigation or review by any Governmental Entity with respect to Integra or any of Integra’s subsidiaries is pending or, to the Knowledge of Integra, threatened, nor has any Governmental Entity indicated an intention to conduct the same in each case other than those, the outcome of which will not have a Material Adverse Effect.

      Section 3.11 Fees . Except for fees paid and payable to Howe Barnes Hoefer & Arnett, neither Integra nor any of Integra’s subsidiaries has paid or will become obligated to pay any fee or commission to any broker, finder or intermediary in connection with the transactions contemplated by this Agreement.

      Section 3.12 Agreements with Bank Regulators, Etc. Neither Integra nor any Integra Subsidiary is a party to any written agreement or memorandum of understanding with, or a party

to any commitment letter, board resolution or similar undertaking to, or is subject to any specific order or directive by, or is a recipient of any extraordinary supervisory letter from, any Governmental Entity which restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit or reserve policies or its management, nor has Integra been advised by any Governmental Entity that such Governmental Entity is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission.

      Section 3.13 Approval Delays . Integra knows of no reason why the granting of any of the regulatory approvals referred to in Section 3.6, would be denied or unduly delayed. Integra Bank is “well capitalized” in accordance with the Bank Regulations and will be “well capitalized” on a pro forma basis immediately following the transactions contemplated in this Agreement. The most recent CRA rating of Integra Bank is “Satisfactory” or better.

      Section 3.14 Financial Resources . Integra will have sufficient cash available on the Closing Date to enable it to comply with its obligation to fund the Merger Consideration under Section 2.1 and to perform its other obligations under this Agreement.

      Section 3.15 [Reserved] .

      Section 3.16 Notice of Breach or Potential Breach . Integra shall promptly notify Prairie of any change, circumstance or event which would cause any of the representations or warranties made by Integra and Sub pursuant to this Agreement to be untrue as of the date hereof or at the Closing Date or which prevents Integra and Sub from complying with any of their obligations hereunder. To Integra’s Knowledge, there is no fact or development which would reasonably be expected to have a Material Adverse Effect on Integra’s or its subsidiaries’ continuing business, which has not been set forth in this Agreement.

      Section 3.17 Disclosure . No representation or warranty by Integra or Sub in this Agreement contains any untrue statement of a material fact or omits to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading. Any claim by Prairie for a breach of representation, warranty, covenant, agreement or obligation of Integra or Sub hereunder will not be affected by any investigation conducted by Prairie with respect to, or knowledge acquired (or capable of being acquired) with respect to, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant, agreement or obligation.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PRAIRIE

     Prairie hereby represents and warrants to Integra and Sub that:

      Section 4.1 Corporate Organization . Prairie is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect. Prairie is registered as a bank holding company under the BHCA. Prairie has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Prairie has heretofore delivered to Integra true and complete copies of its Certificate of Incorporation and By-laws as currently in effect.

      Section 4.2 Authority . Prairie has the requisite corporate power and authority to execute and deliver this Agreement, subject to the Required Prairie Vote (as defined in Section 4.16). The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly approved by the Board of Directors of Prairie and no other corporate proceedings on the part of Prairie are necessary to authorize this Agreement or to consummate the transactions so contemplated other than the Required Prairie Vote. This Agreement has been duly executed and delivered by, and constitutes valid and binding obligations of, Prairie, enforceable against Prairie in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceedings may be brought.

      Section 4.3 Capitalization . As of the date hereof, the authorized capital stock of Prairie consists of 700,000 shares of Prairie Common Stock and 10,000 shares of preferred stock, par value $1.00 per share (“Prairie Preferred Stock”). As of the close of business on October 4, 2006, 532,497 shares of Prairie Common Stock were validly issued and outstanding, fully paid and nonassessable and no shares of Prairie Preferred Stock were issued or outstanding. As of the date of this Agreement and except as set forth in this Section 4.3, pursuant to the Prairie Option Plans or set forth in the disclosure letter executed by Prairie and dated and delivered by Prairie to Integra as of the date hereof (the “Prairie Disclosure Letter”), there are no shares of capital stock of Prairie authorized, issued or outstanding and there are no outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of Prairie obligating Prairie to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Prairie or obligating Prairie to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Except as set forth in the Prairie Disclosure Letter, there are no stockholders agreements, voting trusts or other agreements or understandings to which Prairie or any Prairie Subsidiary is a party with respect to the transfer or voting of the capital stock of Prairie. As of the date of this Agreement, there were outstanding under Prairie Option Plans, unexercised options (whether vested or unvested) to purchase an aggregate of 46,915 shares of Prairie Common Stock, for which adequate shares of Prairie Common Stock have been reserved for issuance under Prairie Option Plans. The Prairie Disclosure Letter sets forth for each of the outstanding unexercised options, the holder, the date of grant, the date of expiration and the exercise price.

      Section 4.4 Subsidiaries . The Prairie Disclosure Letter sets forth the name and state of incorporation of each subsidiary of Prairie (collectively, the “Prairie Subsidiaries” and each a “Prairie Subsidiary”). Prairie Bank is the only Prairie subsidiary which is a financial institution and it is a bank duly organized, validly existing and in good standing under the laws of Illinois and a member of the Federal Reserve System. Each Prairie Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization and is duly qualified to do business as a foreign corporation or foreign business entity in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect. Each Prairie Subsidiary has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as they are now being conducted. All outstanding shares of capital stock of each Prairie Subsidiary is owned by Prairie or another Prairie Subsidiary and are validly issued, fully paid and nonassessable, are not subject to preemptive rights and are owned free and clear of all liens, claims and encumbrances. There are no outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any Prairie Subsidiary obligating any Prairie Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its capital stock or obligating any Prairie Subsidiary to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment.

      Section 4.5 Information in Disclosure Documents, Registration Statement, Etc. None of the information with respect to Prairie or any Prairie Subsidiary provided by Prairie for inclusion in the Proxy Statement or the Registration Statement will, in the case of the Proxy Statement or any amendments or supplements thereto, at the time of the mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of the Prairie Stockholders Meeting (as defined in Section 5.14), or, in the case of the Registration Statement, at the time it becomes effective, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.

      Section 4.6 Consent and Approvals; No Violation . Except as set forth in the Prairie Disclosure Letter, neither the execution and delivery of this Agreement by Prairie nor the consummation by Prairie of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of its Certificate of Incorporation or By-laws, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in the creation of any lien or other encumbrance upon any of the properties or assets of Prairie or any Prairie Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Prairie or any Prairie Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances which will not

have a Material Adverse Effect or (c) require on the part of Prairie any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) filing the Delaware Certificate of Merger, (ii) filings with, and, if necessary, approval by the FRB, the OCC and the State Agency, or (iii) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made will not, individually or in the aggregate, have a Material Adverse Effect.

      Section 4.7 Financial Information . Prairie has previously furnished Integra with true and complete copies of the audited consolidated balance sheets of Prairie and the Prairie Subsidiaries as of December 31, 2005 and 2004, and related consolidated income statements and statements of changes in stockholders’ equity and of cash flows for the three (3) years ended December 31, 2005, together with the notes thereto, and the unaudited, consolidated balance sheets of Prairie and the Prairie Subsidiaries as of June 30, 2006 and the related unaudited consolidated income statements and statement of changes in stockholders’ equity for the six months then ended (together, the “Prairie Financial Statements”). The Prairie Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be disclosed therein and except for regulatory reporting differences required by the call reports of Prairie Bank) and fairly present the consolidated financial position and the consolidated results of operations, changes in stockholders’ equity and cash flows of Prairie and the Prairie subsidiaries as of the dates and for the periods indicated (subject, in the case of interim financial statements, to normal recurring year-end adjustments, none of which shall be material). The books and records of Prairie and the Prairie Subsidiaries since January 1, 2001 have been, and are being, maintained in accordance with generally applied accounting principles and all other applicable legal and accounting requirements and reflect only actual transactions. There exist no material liabilities of Prairie and the Prairie Subsidiaries, contingent or otherwise, of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Prairie Financial Statements. To the Knowledge of Prairie, there is no fact or circumstance that would indicate that Prairie will not be able to comply with the audit, recordkeeping and management review of internal controls requirements of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) as of December 31, 2006.

      Section 4.8 Taxes .

     (a) Prairie will promptly make available to Integra, upon written request by Integra, true and correct copies of the Tax Returns filed by Prairie and any of the Prairie Subsidiaries for each of the fiscal years that remains open, as of the date hereof, for examination or assessment. Except as set forth in the Prairie Disclosure Letter, Prairie and each Prairie Subsidiary have prepared in good faith and duly and timely filed, or caused to be duly and timely filed, Tax Returns required to be filed by them on or before the date hereof, except to the extent that all such failures to file, taken together, would not have a Material Adverse Effect. Except as set forth in the Prairie Disclosure Letter, Prairie and each Prairie Subsidiary have paid, or have made adequate provision or set up an adequate accrual or reserve for the payment of, all Taxes shown or required to be shown to be owing on all such Tax Returns, together with any interest, additions or penalties related to any such Taxes or to any open taxable year or period.

     (b) Except as set forth in the Prairie Disclosure Letter, neither Prairie nor any of Prairie’s Subsidiaries has consented to extend the statute of limitations with respect to the assessment of any Tax. Except as set forth in the Prairie Disclosure Letter, neither Prairie nor any of Prairie Subsidiaries is a party to any action, audit or proceeding, nor to the Knowledge of Prairie is any such action or proceeding threatened, by any Governmental Entity in connection with the determination, assessment or collection of any Taxes, and no deficiency notices or reports have been received by Prairie or any of Prairie Subsidiaries in respect of any material deficiencies for any Tax, assessment, or government charge.

     (c) During the period commencing January 1, 1999, and ending on the close of business on the Closing Date (the “S Period”), Prairie has been an “S corporation” within the meaning of Section 1361(a) of the Code, and a valid election under Section 1362 of the Code has been in effect with respect to Prairie at all times for the S Period. A valid S election or similar election has been in effect with respect to Prairie during the S Period in all relevant state and local jurisdictions in which Prairie is subject to Tax and in which such election is required. Each of Prairie’s stockholders has been a Person described in Section 1361(b)(1)(B) of the Code at all times that such Person held shares of Prairie Common Stock during the S Period, and at no time during the S Period was any stockholder of Prairie a non-resident alien.

     (d) During the S Period, Prairie Bank was a qualified subchapter S subsidiary (“QSub”), and a valid election under Section 1361(b)(3)(B) of the Code has been in effect with respect to Prairie Bank at all times for such period. A valid QSub election or similar election has been in effect with respect to Prairie Bank during such period in all relevant state and local jurisdictions in which Prairie is subject to Tax and in which such election is required.

     (e) Prairie will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period ending after the Effective Time as a result of any (i) change, made on or prior to the Closing Date, in the method of accounting for a tax period ending on or prior to the Closing Date, (ii) “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign law) executed on or prior to the Closing Date, (iii) intercompany transactions or any excess loss account described in the regulations under Section 1502 of the Code (or any similar provision of state, local or foreign law) occurring or existing before the Closing Date, (iv) installment sale or open transaction disposition made on or prior to the Closing Date, and (v) if an election under Section 338(h)(10) of the Code is not made with respect to the Merger, prepaid amounts which in the aggregate exceed $20,000 received on or prior to the Closing Date.

      Section 4.9 Employee Plans . Except as set forth in the Prairie Disclosure Letter, all employee benefit, welfare, bonus, deferred compensation, pension, profit sharing, stock option, employee stock ownership, consulting, severance, or fringe benefit plans, formal or informal, written or oral and all trust agreements related thereto, relating to any present or former directors,

officers or employees of Prairie or Prairie Subsidiaries (“Prairie Employee Plans”) have been maintained, operated, and administered in substantial compliance with their terms and currently comply, and have at all relevant times complied, in all material respects with the applicable requirements of the Employee Retirement Income Security Act of 1934, as amended (“ERISA”), the Code, and any other applicable laws. Except as set forth in the Prairie Disclosure Letter, with respect to each Prairie Employee Plan which is a pension plan (as defined in Section 3(2) of ERISA), each pension plan as amended (and any trust relating thereto) intended to be a qualified plan under Section 401(a) of the Code either (a) has been determined by the Internal Revenue Service (“IRS”) to be so qualified, (b) is the subject of a pending application for such determination that was timely filed, or (c) may still be submitted for such determination as an on-cycle filing under Revenue Procedure 2005-66. None of Prairie, any of the Prairie Subsidiaries, or any entity considered one employer with any of them under Section 4001 of ERISA or Section 414 of the Code has ever established or maintained a pension plan subject to Title IV of ERISA or has ever been a participating employer in a “multiemployer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer plan” within the meaning of Section 413(c) of the Code. Each Prairie Employee Plan subject to Section 409A of the Code has been operated in good faith compliance with Code Section 409A since January 1, 2005. There is no basis for any person to assert that Prairie or any of the Prairie subsidiaries has an obligation to institute any employee plan or any such other arrangement, agreement or plan. Except as set forth in the Prairie Disclosure Letter, neither Prairie nor a Prairie Subsidiary was or has used any insurance policy to provide funding for a Prairie Employee Plan. Except as set forth in the Prairie Disclosure Letter, neither the execution of this Agreement, nor the consummation of the transactions contemplated thereby will (A) constitute a stated triggering event under any Prairie Employee Plan that will result in any payment (whether pay or otherwise) becoming due from Prairie or any of the Prairie Subsidiaries to any present or former officer, employee, director, stockholder, consultant or dependent of any of the foregoing or (B) accelerate the time of payment or vesting, or increase the amount of compensation due, to any present or former officer, employee, director, stockholder, consultant, or dependent of any of the foregoing. Neither Prairie nor any of the Prairie Subsidiaries has any obligations for retiree health or life insurance benefits under any Prairie Employee Plan, except as set forth in the Prairie Disclosure Letter. Except as set forth in the Prairie Disclosure Letter, there are no restrictions on the rights of Prairie or any of the Prairie Subsidiaries to amend or terminate any such Prairie Employee Plan without incurring any liability thereunder.

      Section 4.10 Material Contracts . Except as set forth in the Prairie Disclosure Letter or disclosed in the Prairie Financial Statements, neither Prairie nor any Prairie Subsidiary is a party to, or is bound or affected by, or receives benefits under (a) any employment, severance, termination, consulting or retirement agreement (collectively, “Benefit Agreements”) providing for aggregate payments to any person in any calendar year in excess of $50,000, (b) any material agreement, indenture or other instrument relating to the borrowing of money by Prairie or any Prairie Subsidiary or the guarantee by Prairie or any Prairie Subsidiary of any such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business) or (c) any other contract or agreement or amendment thereto that, if Prairie Common Stock was registered under the Exchange Act, would be required to be filed as an exhibit to a Form 10-K or (after August 23, 2004) a Form 8-K filed with the Commission as of the date of this Agreement (collectively, the “Prairie Contracts”). Neither Prairie nor any Prairie

Subsidiary is in default under any Prairie Contract, which default is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect, and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default.

      Section 4.11 Absence of Certain Changes or Events . Except as set forth in the Prairie Disclosure Letter or disclosed in the Prairie Financial Statements, since December 31, 2005 there has not been any change in the financial condition, results of operations or business of Prairie or any Prairie Subsidiary which has had or will have a Material Adverse Effect.

      Section 4.12 Litigation . Except as disclosed in the Prairie Disclosure Letter, there is no suit, action or proceeding pending, or, to the Knowledge of Prairie, threatened against or affecting Prairie or any Prairie Subsidiary which, if determined adversely to Prairie, would be reasonably expected to have a Material Adverse Ef