AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and between

INTEGRA BANK CORPORATION

and

PEOPLES COMMUNITY BANCORP, INC.

Dated as of September 12, 2007

TABLE OF CONTENTS

ARTICLE I		THE MERGER AND THE BANK MERGER			2
Section 1.1		Merger			2
Section 1.2		Effective Time			2
Section 1.3		Effect of Merger			2
Section 1.4		Articles of Incorporation and By-laws			2
Section 1.5		Directors and Officers			2
Section 1.6		Additional Actions			2
Section 1.7		Bank Merger			3
Section 1.8		Absence of Control			3
Section 1.9		Change in Method of Effecting Transactions			3
ARTICLE II		CONVERSION OF SHARES			3
Section 2.1		Conversion of Shares.			3
Section 2.2		Treatment of Stock Options			4
Section 2.3		Exchange of Certificates.			4
Section 2.4		Closing of Peoples’ Transfer Books			6
Section 2.5		Changes in Integra Common Stock			7
ARTICLE III		REPRESENTATIONS AND WARRANTIES OF INTEGRA			7
Section 3.1		Corporate Organization			7
Section 3.2		Authority			8
Section 3.3		Capitalization			8
Section 3.4		Subsidiaries			8
Section 3.5		Information in Disclosure Documents, Registration Statement, Etc			9
Section 3.6		Consents and Approvals, No Violation			9
Section 3.7		Securities Reports; Financial Statements.			10
Section 3.8		Absence of Certain Changes or Events			12
Section 3.9		Fees			12
Section 3.10		Financial Resources			12
ARTICLE IV		REPRESENTATIONS AND WARRANTIES OF PEOPLES			14
Section 4.1		Corporate Organization			14
Section 4.2		Authority			14
Section 4.3		Capitalization			15
Section 4.4		Subsidiaries			15
Section 4.5		Information in Disclosure Documents, Registration Statement, Etc			16
Section 4.6		Consent and Approvals; No Violation			16
Section 4.7		Securities Reports; Financial Statements			16
Section 4.8		Taxes			19
Section 4.9		Employee Plans			20

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Section 4.10		Material Contracts			20
Section 4.11		Absence of Certain Changes or Events			21
Section 4.12		Litigation			21
Section 4.13		Compliance with Laws and Orders			21
Section 4.14		Agreements with Bank Regulators, Etc.			21
Section 4.15		Fees			22
Section 4.16		Vote Required			22
Section 4.17		Environmental Matters			23
Section 4.18		Labor			23
Section 4.19		Material Interests of Certain Persons			23
Section 4.20		Employment Agreements			24
Section 4.21		Debt Obligations.			24
Section 4.22		Loan Portfolio.			24
Section 4.23		Investment Portfolio			25
Section 4.24		Interest Rate Risk Management			25
Section 4.25		Environmental Reports			26
Section 4.26		Fair Lending; Community Reinvestment Act			26
Section 4.27		Peoples Disclosure Letter			26
Section 4.28		Notice of Breach or Potential Breach			26
Section 4.29		Disclosure			26
Section 4.30		No Dissenters’ Rights			26
ARTICLE V		COVENANTS			27
Section 5.1		No Solicitation of Transactions.			27
Section 5.2		Interim Operations of Peoples			29
Section 5.3		Interim Operations of Integra			31
Section 5.4		Employee Matters.			31
Section 5.5		Access and Information			34
Section 5.6		Certain Filings, Consents and Arrangements			34
Section 5.7		State Takeover Statutes			35
Section 5.8		Indemnification			35
Section 5.9		Additional Agreements			35
Section 5.10		Publicity			35
Section 5.11		Registration Statement			36
Section 5.12		Stock Exchange Listing			37
Section 5.13		Peoples Shareholders Meeting			37
Section 5.14		Adverse Action			37
Section 5.15		Affiliates			37
Section 5.16		Bank Merger Agreement			37
Section 5.17		Resignations			37
Section 5.18		Trust Preferred Issue			37
Section 5.19		Subsequent Financial Statements.			38
ARTICLE VI		CLOSING MATTERS			38
Section 6.1		The Closing			38

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Section 6.2		Documents and Certificates			39
ARTICLE VII		CONDITIONS			39
Section 7.1		Conditions to Each Party’s Obligations to Effect the Merger			39
Section 7.2		Conditions to Obligation of Peoples to Effect the Merger			39
Section 7.3		Conditions to Obligation of Integra to Effect the Merger			40
ARTICLE VIII		TERMINATION, AMENDMENT AND WAIVER			41
Section 8.1		Termination			41
Section 8.2		Notice of Termination; Effect of Termination			46
Section 8.3		Fees and Expenses.			46
Section 8.4		Waiver			47
ARTICLE IX		MISCELLANEOUS			48
Section 9.1		Non-Survival of Representations, Warranties and Agreements			48
Section 9.2		Amendment			48
Section 9.3		Entire Agreement			48
Section 9.4		Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial			48
Section 9.5		Certain Definitions; Headings.			49
Section 9.6		Notices			53
Section 9.7		Counterparts			54
Section 9.8		Parties in Interest; Assignment			54
Section 9.9		Enforcement of the Agreement			55
Section 9.10		Severability			55
Section 9.11		Update and Supplement to Disclosure Letters			55

Exhibit A		Shareholder Voting Agreement
Exhibit B		Form of Bank Merger Agreement
Exhibit C		Form of Affiliate Letter

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INDEX TO DEFINITIONS

DEFINITIONS		SECTIONS
Acquisition Proposal		Section 9.5(a)
Acquisition Transaction		Section 9.5(a)
Additional Consideration		Section 8.1(k)
Affiliate		Section 9.5(a)
Agreement		Preamble
Allowance		Section 4.22(c)
Average Closing Price		Section 8.1(k)
Banking Laws		Section 1.7
Bank Merger		Recitals
Bank Merger Agreement		Section 1.7
Bank Secrecy Act		Section 4.14(b)
Benefit Agreements		Section 4.10
BHCA		Recitals
Business Day		Section 9.5(a)
Cash Consideration		Section 2.1(a)
Certificate		Section 2.3(a)
Change of Recommendation		Section 5.1(c)
Closing		Section 6.1
Closing Date		Section 6.1
Code		Recitals
Commission		Section 3.5
Consent		Section 9.5(a)
Contract		Section 9.5(a)
Contract Officer		Section 5.4(f)
Contract Payment		Section 5.4(f)
Control		Section 9.5(a)
Determination Date		Section 8.1(k)
Effect		Section 9.5(a)
Effective Time		Section 1.2
Environmental Law		Section 9.5(a)
ERISA		Section 4.9
ESOP		Section 4.9
Exchange Act		Section 3.6
Exchange Agent		Section 2.3(a)
FDIC		Section 4.6
FinCEN		Section 4.14(b)
FRB		Section 3.6
GAAP		Section 9.5(a)
Governmental Entity		Section 3.6
Hazardous Substance		Section 9.5(a)
HOLA		Recitals
IBCL		Section 1.1
Indemnitees		Section 5.8

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Index Group		Section 8.1(k)
Index Price		Section 8.1(k)
Index Ratio		Section 8.1(k)
Indiana Articles of Merger		Section 1.2
Insurance Cap		Section 5.8
Integra		Preamble
Integra Bank		Recitals
Integra Common Stock		Section 2.1(a)
Integra Disclosure Letter		Article III
Integra SEC Documents		Section 3.7(c)
Integra SEC Reports		Section 3.7(a)
IRS		Section 4.8
Knowledge		Section 9.5(a)
Law		Section 9.5(a)
Lien		Section 9.5(a)
Loan Portfolio Properties, Trust Properties and Other Properties		Section 9.5(a)
Market Price		Section 9.5(a)
Maryland Articles of Merger		Section 1.2
Material Adverse Effect		Section 9.5(a)
Merger		Recitals
Merger Consideration		Section 2.1(a)
MGCL		Section 1.1
OCC		Section 3.6
OFAC		Section 4.14(b)
OTS		Section 4.6
OTS Agreement		Section 4.14(a)
Order		Section 9.5(a)
Ordinary Banking Arrangements		Section 4.21(a)
Patriot Act		Section 4.14(b)
Peoples		Preamble
Peoples Bank		Recitals
Peoples’ Board of Directors Recommendation		Section 5.1(c)
Peoples Common Stock		Section 1.9
Peoples Contracts		Section 4.10
Peoples Disclosure Letter		Article IV
Peoples Employee Plans		Section 4.9
Peoples Financial Statements		Section 4.7(b)
Peoples Option Plans		Section 2.2
Peoples Preferred Stock		Section 4.3
Peoples SEC Documents		Section 4.7(c)
Peoples SEC Reports		Section 4.7(a)
Peoples Shareholders Meeting		Section 5.13
Peoples Subsidiaries or Peoples Subsidiary		Section 4.4
Person		Section 9.5(a)
Proceeding		Section 9.5(a)

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Proxy Statement		Section 3.5
Recognition Plans		Section 4.3
Registration Statement		Section 3.5
Reimbursable Integra Expenses		Section 9.5(a)
Required Peoples Vote		Section 4.16
Sarbanes-Oxley		Section 3.7(d)
Securities Act		Section 3.5
Shareholders Agreement		Recitals
Significant Subsidiary		Section 9.5(a)
Starting Date		Section 8.1(k)
Stock Consideration		Section 2.1(a)
Subsidiary		Section 9.5(a)
Superior Offer		Section 9.5(a)
Surviving Corporation		Section 1.1
Tax or Taxes		Section 4.8
Tax Return		Section 4.8
Termination Fee		Section 8.3(b)(i)
Trust Preferred Issue		Section 4.21(b)
Unexercised Option		Section 2.2

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2007 (“Agreement”), is made by and between Integra Bank Corporation, an Indiana corporation (“Integra”), and Peoples Community Bancorp, Inc., a Maryland corporation (“Peoples”).

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, Peoples is registered as a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and is the owner of all of the outstanding capital stock of Peoples Community Bank, a federally-chartered stock savings bank (“Peoples Bank”).

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

WHEREAS, Peoples has received the opinion of Keefe, Bruyette & Woods, Inc., its financial advisor, that the consideration to be paid to shareholders of Peoples in the Merger is fair from a financial point of view;

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

WHEREAS, the parties intend that the business combinations contemplated hereby qualify as a “reorganization” under Section 368 of the Internal Revenue Code, as amended (the “Code”);

WHEREAS, as a condition and inducement to the willingness of Integra to enter into this Agreement, certain shareholders of Peoples have entered into a Shareholder Voting and Support Agreement with Integra (the “Shareholders Agreement”) in substantially the form attached hereto as Exhibit A , pursuant to which, among other things, such shareholders agree to vote their shares of Peoples Common Stock in favor of this Agreement and the transactions contemplated hereby; and

WHEREAS, the respective Boards of Directors of Integra and Peoples have each approved this Agreement and 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, Peoples will merge with and into Integra, the separate corporate existence of Peoples will thereupon cease, and Integra shall survive and continue to exist (Integra, as the surviving corporation, the “Surviving Corporation”) in accordance with the applicable provisions of the Indiana Business Corporation Law (the “IBCL”) and the Maryland General Corporation Law (“MGCL”).

Section 1.2 Effective Time . Prior to the Closing Date, Integra and Peoples shall cause articles of merger complying with the requirements of the MGCL to be filed with the State Department of Assessments and Taxation of the State of Maryland (the “Maryland Articles of Merger”) and articles of merger complying with the requirements of the IBCL to be filed with the Secretary of State of the State of Indiana (the “Indiana Articles of Merger”) specifying that the Merger will become effective at 11:59 p.m. (CDT) on the day on which the Closing occurs (the “Effective Time”).

Section 1.3 Effect of Merger . The Merger will have the effects specified in the MGCL and IBCL. Without limiting the generality of the foregoing, Integra will continue to be governed by the laws of the State of Indiana, and the separate corporate existence of Integra 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 IBCL, will continue unaffected by the Merger.

Section 1.4 Articles of Incorporation and By-laws . The Articles of Incorporation and By-laws of Integra in effect immediately prior to the Effective Time shall be the Articles 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 Integra 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 Articles of Incorporation and By-laws and the IBCL.

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 (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 Peoples, or (b) otherwise carry out the purposes of this Agreement, Peoples 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 (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 Peoples or (ii) otherwise carry out the purposes of this Agreement and the officers and directors of the Surviving Corporation are authorized in the name of Peoples 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 B (the “Bank Merger Agreement”), and in accordance with the National Bank Act and the HOLA (collectively the “Banking Laws”), Peoples Bank will be merged with and into Integra Bank. Peoples 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 Peoples 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 Peoples 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.

Section 1.9 Change in Method of Effecting Transactions . Integra may at any time change the method of effecting the business combinations with Peoples and Peoples Bank (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 the merger of Peoples into a wholly-owned subsidiary of Integra or the Merger of Peoples Bank into a newly-formed or acquired financial institution Subsidiary 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 Peoples common stock, par value $0.01 per share (“Peoples Common Stock”), as provided for in this Agreement, (b) materially impede or delay consummation of the transactions contemplated by this Agreement, or (c) result in preventing the Merger from qualifying as a reorganization within the meaning of Section 368 of the Code.

ARTICLE II

CONVERSION OF SHARES

Section 2.1 Conversion of Shares .

(a) At the Effective Time, each of the then outstanding shares of Peoples Common Stock not owned by Integra or any direct or indirect wholly-owned subsidiary of Integra, except for any such shares of Peoples Common Stock held in the treasury of Peoples, shall be converted into the right to receive an aggregate of (i) 0.6175 share of common stock of Integra, stated value $1.00 per share (“Integra Common Stock”), and the related shares of Series A Preferred Stock, no par value, which are attached to and trade with such shares (the “Stock Consideration”) and (ii) six dollars and thirty cents ($6.30) (the “Cash Consideration”). The shares of Integra Common Stock comprising the Stock Consideration and the Cash Consideration are collectively referred to as the “Merger Consideration.”

(b) Each holder of Peoples Common Stock who would otherwise have been entitled to receive a fraction of a share of Integra Common Stock as part of the Merger Consideration 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.

(c) At the Effective Time, each share of Peoples Common Stock held in Peoples’ 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 Peoples Common Stock owned by Integra or any direct or indirect wholly-owned subsidiary of Integra will be canceled and retired.

Section 2.2 Treatment of Stock Options . At the Effective Time, any stock option granted by Peoples or its predecessors pursuant to Peoples’ existing stock option plans (collectively, the “Peoples Option Plans”) that remain outstanding and unexercised, whether vested or unvested, immediately prior to the Effective Time (an “Unexercised Option”), shall cease to represent a right to acquire shares of Peoples Common Stock and each Unexercised Option shall be converted into the right to receive cash in an amount (less any applicable withholding taxes) equal to the product of (a) the number of shares of Peoples Common Stock subject to the original option, multiplied by (b) the excess, if any, of the Merger Consideration over the exercise price of such Unexercised Option. For purposes of this Section 2.2, the Integra Common Stock portion of the Merger Consideration shall be valued at the Market Price. If the exercise price per share of any Unexercised Option is equal to or greater than the Merger Consideration, such Unexercised Option shall be canceled without any cash payment being made in respect thereof. Prior to the Closing, Peoples, in consultation with Integra, shall take or cause to be taken any and all actions reasonably necessary, including amendment of the Peoples Option Plans, and shall use its reasonable best efforts to obtain any necessary consent of each holder of an Unexercised Option, (i) to give effect to the treatment of Unexercised Options pursuant to this Section 2.2, to the extent such treatment is not expressly provided for by the terms of the applicable Peoples Option Plans and related award agreements, and (ii) to cause the actions contemplated by this Section 2.2 to be in compliance with applicable Law, including Section 409A of the Code, if applicable.

Section 2.3 Exchange of Certificates .

(a) 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 Peoples 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 Peoples 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) Within five (5) Business Days 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, within five (5) Business Days, deliver to the person entitled thereto the Merger Consideration for each share of Peoples Common Stock so represented by the Certificate surrendered by such holder thereof, and such Certificate shall forthwith be canceled.

(c) 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) Subject to Section 2.3(e) below, until surrendered and exchanged in accordance with Section 2.1 and 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 Peoples Common Stock evidenced by such Certificate, together with any dividends or other distributions as provided in Sections 2.3(e) and 2.3(h) below, and shall have no other rights. From and after the Effective Time, the Surviving Corporation 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 Peoples 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 Peoples 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) 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 Peoples on Peoples 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) 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 Peoples, Integra or the Exchange Agent or any other party with respect to the Certificate alleged to have been lost, stolen or destroyed.

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

(h) 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 Peoples’ Transfer Books . The stock transfer books of Peoples shall be closed at the close of business on the date the Effective Time occurs. In the event of a transfer of ownership of Peoples Common Stock which is not registered in the

transfer records of Peoples, 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 Peoples to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement for their shares of Peoples 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.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INTEGRA

Except as disclosed in the Integra SEC Reports or in the disclosure letter delivered by Integra to Peoples prior to the execution of this Agreement (the “Integra Disclosure Letter”), which shall set forth items of disclosure with specific reference to the particular Section or subsection to which the information in the Integra Disclosure Letter relates, Integra hereby represents and warrants to Peoples as follows:

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 on Integra. 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 Peoples true and complete copies of its Articles of Incorporation and By-laws as currently in effect. The minute books of Integra and Integra Bank contain complete and correct records of all material matters approved at all meetings of, and all corporate actions taken by, their respective shareholders and Boards of Directors (including committees of their respective Boards of Directors).

Section 3.2 Authority . Integra 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 Board of Directors of Integra and no other corporate or shareholder proceedings on the part of Integra 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 enforceable against Integra 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 September 11, 2007 (a) 20,649,165 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, 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 included in the Merger Consideration at the Effective Time will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and will not be subject to preemptive rights.

Section 3.4 Subsidiaries . Integra Bank is the only Significant Subsidiary 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 on Integra. 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 Peoples to be mailed to the shareholders of Peoples 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 Peoples Shareholders Meeting, 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 nor the consummation by Integra of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of its Articles 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 on Integra, or (c) require on the part of Integra any Consent 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 Maryland Articles of Merger and the Indiana Articles 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”), or (v) Consents which, if not obtained or made will not, individually or in the aggregate, have a Material Adverse Effect on Integra.

Section 3.7 Securities Reports; Financial Statements .

(a) All forms, reports and documents required to be filed by Integra with the Commission since January 1, 2007 (the “Integra SEC Reports”), (i) were prepared in accordance with the requirements of applicable Law and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Integra SEC Reports, including any Integra SEC Reports filed after the date of this Agreement and prior to or on the Closing Date, have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of Integra and the Integra Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. Integra has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the Commission.

(c) Integra has made available to Peoples a complete and correct copy of any amendments or modifications which are required to be filed with the Commission, but have not yet been filed with the Commission, to (i) Integra SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by Integra with the Commission pursuant to the Securities Act and Exchange Act (together with Integra SEC Reports, the “Integra SEC Documents”). Integra has timely responded to all comment letters and other correspondence of the staff of the Commission relating to the Integra SEC Documents, and the staff has not advised Integra that any final responses are inadequate, insufficient or otherwise non-responsive. Integra has made available to Peoples complete and correct copies of all correspondence between the Commission, on the one hand, and Integra and any of the Integra Subsidiaries, on the other hand, with respect to the Integra SEC Documents. To Integra’s Knowledge, none of the Integra SEC Documents is the subject of ongoing staff review or outstanding comment.

(d) Integra and, to Integra’s Knowledge, each of its officers and directors, are in compliance with and have complied in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, as amended (“Sarbanes-Oxley”), and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report included in the Integra SEC Reports, the Chief Executive Officer and Chief Financial Officer of

Integra have made all certifications required by Sections 302 and 906 of Sarbanes-Oxley at the time of such filing, and the statements contained in each such certification were true and correct. Further, Integra has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to Integra and the Integra Subsidiaries required to be disclosed by Integra in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to Integra’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of Integra required by Section 302 of Sarbanes-Oxley with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms under Sarbanes-Oxley.

(e) Integra has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) (“internal controls”). To Integra’s Knowledge, based on its evaluation of internal controls prior to the date hereof, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Integra’s financial reporting and the preparation of Integra’s financial statements for external purposes in accordance with GAAP. Integra has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to Integra’s auditors and audit committee (i) any significant deficiencies and material weaknesses known to Integra in the design or operation of internal controls which are reasonably likely to adversely affect in a material respect Integra’s ability to record, process, summarize and report financial information and (ii) any material fraud known to Integra that involves management or other employees who have a significant role in internal controls. Integra has made available to Peoples a summary of any such disclosure regarding material weaknesses and fraud made by management to Integra’s auditors and audit committee since December 31, 2004. For purposes of this Agreement, a “significant deficiency” in internal controls means a control deficiency that adversely affects an entity’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP. A “significant deficiency” may be a single deficiency or a combination of deficiencies that results in more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. For purposes of this Agreement, a “material weakness” in internal controls means a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

(f) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of Integra included in Integra’s Quarterly Report on Form 10-Q for the period ended June 30, 2007, and (ii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2007, neither Integra nor any Integra Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that is required to be disclosed on a balance sheet prepared in accordance with GAAP that has had, or would reasonably be expected to have, a Material Adverse Effect on Integra.

(g) Integra has not been notified by its independent registered public accounting firm or by the staff of the Commission that such accounting firm or the staff of the Commission, as the case may be, is of the view that any financial statement included in any registration statement filed by Integra under the Securities Act or any periodic or current report filed by Integra under the Exchange Act should be restated, or that Integra should modify its accounting in future periods in a manner that would have, or would be reasonably expected to have, a Material Adverse Effect on Integra.

(h) Since December 31, 2006, none of Integra, the Integra Subsidiaries, any executive officer of Integra or, to Integra’s Knowledge, any auditor, accountant or representative of Integra or the Integra Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Integra or the Integra Subsidiaries or their respective internal controls, including any complaint, allegation, assertion or claim that Integra or any Integra Subsidiary has engaged in questionable accounting or auditing practices. To Integra’s Knowledge, no attorney representing Integra or the Integra Subsidiaries, whether or not employed by Integra or the Integra Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Integra, any Integra Subsidiary or any of their officers, directors, employees or agents to Integra or any Integra Subsidiary’s Board of Directors or any committee thereof or to any director or officer of Integra or any Integra Subsidiary. Since December 31, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of Integra’s Chief Executive Officer, Chief Financial Officer, individuals performing similar functions, general counsel, Integra’s or any Integra Subsidiary’s Board of Directors or any committee thereof.

Section 3.8 Absence of Certain Changes or Events . Since December 31, 2006, 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 on Integra.

Section 3.9 Fees . Except for fees paid and payable to Sandler O’Neill & Partners, L.P., 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 3.10 Financial Resources . Integra will have sufficient cash available on the Closing Date to enable it to comply with its obligations to pay the cash portion of the Merger Consideration and perform its other obligations under this Agreement.

Section 3.11 Litigation . There is no suit, action or Proceeding pending, or, to the Knowledge of Integra, threatened against or affecting Integra or any Integra Subsidiary which, if determined adversely to Integra, would be reasonably expected to have a Material Adverse Effect on Integra, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator, outstanding against Integra or any Integra Subsidiary having, or which would reasonably be expected to have, a Material Adverse Effect on Integra. Since January 1, 2004, Integra has continuously maintained fidelity bonds insuring them against acts of dishonesty and directors’ and officers’ liability insurance policies in such amounts as are customary, usual and prudent for organizations of their size and business. To the Knowledge of Integra, there are no facts which would form the basis of a claim or claims under such bonds or policies. Integra has no reason to believe that its respective fidelity or directors’ and officers’ liability coverage would not be renewed by the carrier on substantially the same terms as the existing coverage, except for possible premium increases unrelated to Integra’s past claim experience.

Section 3.12 Compliance with Laws and Orders . The businesses of Integra and each Integra Subsidiary are not being conducted in violation of any Law, judgment, Order, decree, license or permit of any Governmental Entity (including, without limitation, 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 on Integra.

Section 3.13 Environmental Matters . To the Knowledge of Integra, neither Integra nor any of the Integra Subsidiaries is in violation of or has any liability, absolute or contingent, in connection with or under any Environmental Law, except any such violations or liabilities which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Integra. To the Knowledge of Integra, none of the Loan Portfolio Properties, Trust Properties and Other Properties of Integra is in violation of or has any liability, absolute or contingent, under any Environmental Law or as a result of the presence of any Hazardous Substances, except any such violations or liabilities which, individually or in the aggregate, would not have a Material Adverse Effect on Integra. To the Knowledge of Integra, there are no actions, suits, demands, notices, claims, investigations or Proceedings pending or threatened relating to any Loan Portfolio Properties, Trust Properties and Other Properties of Integra including, without limitation, any notices, demand letters or requests for information from any federal or state environmental agency relating to any such liability under or violation of Environmental Law, which would impose a liability upon Integra or any Integra Subsidiary pursuant to any Environmental Law, except such as would not, individually or in the aggregate, have a Material Adverse Effect on Integra.

Section 3.14 Integra Disclosure Letter . The Integra Disclosure Letter is arranged in a format in which the disclosures made therein are arranged in sections corresponding to the numbered and lettered sections and subsections of this Agreement and the matters expressly disclosed in the Integra Disclosure Letter shall be specifically limited to the corresponding representation and warranty to which such disclosure section relates and no implication or inference shall be made in any other representation or warranty.

Section 3.15 Notice of Breach or Potential Breach . Integra shall promptly notify Peoples of any change, circumstance or event which would cause any of the representations or warranties made by Integra pursuant to this Agreement to be untrue as of the date hereof or at the Closing Date or which prevents Integra from complying with any of its 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 which has not been set forth in this Agreement.

Section 3.16 Disclosure . No representation or warranty by Integra in this Agreement, after giving effect to the disclosures set forth in the Integra Disclosure Letter, 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 Peoples for a breach of representation, warranty, covenant, agreement or obligation of Integra hereunder will not be affected by any investigation conducted by Peoples 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 PEOPLES

Except as disclosed in the Peoples SEC Reports or in the disclosure letter delivered by Peoples to Integra prior to the execution of this Agreement (the “Peoples Disclosure Letter”), which shall set forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Peoples Disclosure Letter relates, Peoples hereby represents and warrants to Integra as follows:

Section 4.1 Corporate Organization . Peoples is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is duly qualified to do business as a foreign corporation in Ohio and each other 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 on Peoples. Peoples is registered as a savings and loan holding company under the HOLA. Peoples 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. Peoples has heretofore delivered to Integra true and complete copies of its Articles of Incorporation and By-laws as currently in effect. The minute books of Peoples and each of Peoples Subsidiaries contain complete and correct records of all material matters approved at all meetings of, and all corporate actions taken by, their respective shareholders and Boards of Directors (including committees of their respective Boards of Directors).

Section 4.2 Authority . Peoples has the requisite corporate power and authority to execute and deliver this Agreement, subject to the Required Peoples Vote. 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 Peoples and no other corporate proceedings on the part of Peoples are necessary to authorize this Agreement or to consummate the transactions so contemplated other than the Required Peoples Vote. This Agreement has been duly executed and delivered by, and constitutes valid and binding obligations of, Peoples, enforceable against Peoples 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 Peoples consists of 15,000,000 shares of Peoples Common Stock and 1,000,000 shares of voting preferred stock, $0.01 par value per share (the “Peoples Preferred Stock”). As of the close of business on September 11, 2007, 4,829,699 shares of Peoples Common Stock were validly issued and outstanding, fully paid and nonassessable, and no shares of Peoples Preferred Stock were outstanding. As of the date of this Agreement and except for the Unexercised Options and outstanding awards under the 2001 and 2004 Recognition and Retention Plans (the “Recognition Plans”), there are no shares of capital stock of Peoples 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 Peoples obligating Peoples to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of Peoples or obligating Peoples to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Except for the Shareholders Agreement, there are no shareholder agreements, voting trusts or other agreements or understandings to which Peoples or any Peoples Subsidiary is a party with respect to the transfer or voting of the capital stock of Peoples. As of the close of business on September 11, 2007, there were 256,777 Unexercised Options outstanding, for which adequate shares of Peoples Common Stock have been reserved for issuance under Peoples Option Plans. As of the close of business on September 11, 2007, there were 17,477 unvested awards outstanding, for which adequate shares of Peoples Common Stock have been reserved for issuance under the Recognition Plans. The Peoples Disclosure Letter sets forth for each of the outstanding Unexercised Options and unvested awards, the holder, the date and, as applicable, the exercise price or issue price.

Section 4.4 Subsidiaries . The list of subsidiaries in the Peoples Disclosure Letter sets forth the name and state of incorporation of each subsidiary of Peoples (collectively, the “Peoples Subsidiaries” and each a “Peoples Subsidiary”). Peoples Bank is the only Significant Subsidiary of Peoples and the only Peoples Subsidiary which is a financial institution. Peoples Bank is a federally-chartered stock savings bank duly organized, validly existing and in good standing under the laws of the United States of America. Each Peoples Subsidiary, other than Peoples Bank, 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 on Peoples. Each Peoples 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. Except as set forth in the Peoples Disclosure Letter, all outstanding shares of capital stock of each Peoples Subsidiary are

owned by Peoples or another Peoples 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 Peoples Subsidiary obligating any Peoples Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of its capital stock or obligating any Peoples 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 Peoples or any Peoples Subsidiary provided by Peoples 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 Peoples Shareholders Meeting, 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 . Neither the execution and delivery of this Agreement by Peoples nor the consummation by Peoples of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of its Articles 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 Peoples or any Peoples 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 Peoples or any Peoples 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 on Peoples or (c) require on the part of Peoples any Consent of or from, or filing with or notification to, any Governmental Entity, except (i) filing the Maryland Articles of Merger and the Indiana Articles of Merger, (ii) notices to the Office of Thrift Supervision (“OTS”) and the Federal Deposit Insurance Corporation (“FDIC”) or (iii) Consents, filings or notifications which, if not obtained or made will not, individually or in the aggregate, have a Material Adverse Effect on Peoples.

Section 4.7 Securities Reports; Financial Statements .

(a) All forms, reports and documents required to be filed by Peoples with the Commission since January 1, 2007 (the “Peoples SEC Reports”), (x) were prepared in accordance with the requirements of applicable Law and (y) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Peoples SEC Reports, including any Peoples SEC Reports filed after the date of this Agreement and prior to or on the Closing Date (the “Peoples Financial Statements”), have been or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or required by reason of a concurrent change to GAAP) and each fairly presents in all material respects the consolidated financial position of Peoples and the Peoples Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows and changes in financial position for the periods indicated, except that any unaudited interim financial statements do not contain the footnotes required by GAAP and were or are subject to normal and recurring year-end adjustments, which were not or are not expected to be material in amount, either individually or in the aggregate. Peoples has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year-to-date requiring disclosure pursuant to Item 304 of Regulation S-K promulgated by the Commission.

(c) Peoples has made available to Integra a complete and correct copy of any amendments or modifications which are required to be filed with the Commission, but have not yet been filed with the Commission, to (i) Peoples SEC Reports filed prior to the date hereof, and (ii) Contracts which previously have been filed by Peoples with the Commission pursuant to the Securities Act and Exchange Act (together with Peoples SEC Reports, the “Peoples SEC Documents”). Peoples has timely responded to all comment letters and other correspondence of the staff of the Commission relating to the Peoples SEC Documents, and the staff has not advised Peoples that any final responses are inadequate, insufficient or otherwise non-responsive. Peoples has made available to Integra complete and correct copies of all correspondence between the Commission, on the one hand, and Peoples and any of the Peoples Subsidiaries, on the other hand, with respect to the Peoples SEC Documents and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Integra any such correspondence sent or received after the date hereof. To Peoples’ Knowledge, none of the Peoples SEC Documents is the subject of ongoing staff review or outstanding comment.

(d) Peoples and, to Peoples’ Knowledge, each of its officers and directors, are in compliance with and have complied in all material respects with (i) the applicable provisions of Sarbanes-Oxley, and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market. With respect to each Report on Form 10-K and Form 10-Q and each amendment of any such report included in the Peoples SEC Reports, the Chief Executive Officer and Chief Financial Officer of Peoples have made all certifications required by Sections 302 and 906 of Sarbanes-Oxley at the time of such filing, and the statements contained in each such certification were true and correct. Further, Peoples has established and maintains “disclosure controls and procedures” that are reasonably designed to ensure that material information (both financial and non-

financial) relating to Peoples and the Peoples Subsidiaries required to be disclosed by Peoples in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission, and that such information is accumulated and communicated to Peoples’ principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of Peoples required by Section 302 of Sarbanes-Oxley with respect to such reports.

(e) Peoples Bank has established and maintains adequate internal controls and procedures for financial reporting, and for complying with laws, in accordance with 12 C.F.R. § 363.2. Management has assessed the effectiveness of such internal control structure and procedures for financial reporting as of December 31, 2006, and BKD, LLP, has attested to, and reported separately on, management’s assertion of the effectiveness of Peoples Bank’s internal control structure and procedures for financial reporting.

(f) Except (i) for those liabilities that are fully reflected or reserved against on the consolidated balance sheet of Peoples included in Peoples’ Quarterly Report on Form 10-Q for the period ended June 30, 2007, and (ii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2007, neither Peoples nor any Peoples Subsidiary has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that is required to be disclosed on a balance sheet prepared in accordance with GAAP that has had, or would reasonably be expected to have, a Material Adverse Effect on Peoples.

(g) Peoples has not been notified by its independent registered public accounting firm or by the staff of the Commission that such accounting firm or the staff of the Commission, as the case may be, is of the view that any financial statement included in any registration statement filed by Peoples under the Securities Act or any periodic or current report filed by Peoples under the Exchange Act should be restated, or that Peoples should modify its accounting in future periods in a manner that would have, or would be reasonably expected to have, a Material Adverse Effect on Peoples.

(h) Since December 31, 2006, none of Peoples, the Peoples Subsidiaries, any executive officer of Peoples or, to Peoples’ Knowledge, any auditor, accountant or representative of Peoples or the Peoples Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Peoples or the Peoples Subsidiaries or their respective internal controls, including any complaint, allegation, assertion or claim that Peoples or any Peoples Subsidiary has engaged in questionable accounting or auditing practices. To Peoples’ Knowledge, no attorney representing Peoples or the Peoples Subsidiaries, whether or not employed by Peoples or the Peoples Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Peoples, any

Peoples Subsidiary or any of their officers, directors, employees or agents to Peoples’ or any Peoples Subsidiary’s Board of Directors or any committee thereof or to any director or officer of Peoples or any Peoples Subsidiary. Since December 31, 2006, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of Peoples’ Chief Executive Officer, Chief Financial Officer, individuals performing similar functions, general counsel, the Peoples’ or any Peoples Subsidiary’s Board of Directors or any committee thereof.

Section 4.8 Taxes . Peoples and the Peoples Subsidiaries have timely filed all Tax Returns required to be filed by them on or prior to the date of this Agreement (all such Tax Returns being accurate and complete in all material respects), and Peoples and the Peoples Subsidiaries have timely paid and discharged all Taxes due in connection with or with respect to the filing of such Tax Returns, except such as are not yet due or are being contested in good faith by appropriate Proceedings and with respect to which Peoples is maintaining reserves adequate for their payment. For purposes of this Agreement, “Tax” or “Taxes” shall mean taxes, charges, fees, levies and other governmental assessments and impositions of any kind payable to any governmental authority, including, without limitation, (a) income, franchise, profits, gross receipts, estimated, ad valorem, value-added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, worker’s compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, (b) customs duties, imposts, charges, levies or other similar assessments of any kind, and (c) interest, penalties and additions to tax imposed with respect thereto; and “Tax Returns” shall mean returns, reports and information statements with respect to Taxes required to be filed with the Internal Revenue Service (“IRS”) or any other Governmental Entity, including, without limitation, consolidated, combined and unitary tax returns. For purposes of this Section 4.8, references to Peoples and the Peoples Subsidiaries include former subsidiaries of Peoples for the periods during which any such Persons were owned, directly or indirectly, by Peoples. Neither the IRS nor any other Governmental Entity is now asserting, either through audits, administrative Proceedings or court Proceedings, any deficiency or claim for additional Taxes from Peoples or the Peoples Subsidiaries. Neither Peoples nor any of the Peoples Subsidiaries has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. Except for statutory liens for current Taxes not yet due, there are no material Tax Liens on any assets of Peoples or any of the Peoples Subsidiaries. Neither Peoples nor any of the Peoples Subsidiaries has received a ruling or entered into an agreement with the IRS or any other Governmental Entity with respect to Taxes that would have a Material Adverse Effect on Peoples. Except as set forth in the Peoples Disclosure Letter, no agreements relating to allocating or sharing of Taxes exist among Peoples and the Peoples Subsidiaries and no Tax indemnities given by Peoples or the Peoples Subsidiaries in connection with a sale of stock or assets remain in effect. Neither Peoples nor any of the Peoples Subsidiaries is required to include in income either (i) any amount in respect of any adjustment under Section 481 of the Code or (ii) any installment sale gain. Neither Peoples nor any of the Peoples Subsidiaries (A) is a member of an affiliated, consolidated, combined or unitary group, other than one of which Peoples was the common parent, or (B) has any liability for the Taxes of any Person (other than Peoples and the Peoples Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local Law), as a transferee or successor, by Contract or otherwise.

Section 4.9 Employee Plans . Section 4.9 of the Peoples Disclosure Letter lists 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 Peoples or the Peoples Subsidiaries (“Peoples Employee Plans”). All Peoples 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. With respect to each Peoples 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 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 Peoples, any of the Peoples 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 Peoples 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 Peoples or any of the Peoples Subsidiaries has an obligation to institute any employee plan or any such other arrangement, agreement or plan. Except for the Peoples Bank Employee Stock Ownership Plan (the “ESOP”) and the Recognition Plans, no Peoples Employee Plan (or a related trust) holds any stock or other securities of Peoples or any related Person or Affiliate. Neither Peoples nor a Peoples Subsidiary has used any insurance policy to provide funding for a Peoples Employee Plan. Except as set forth in the Peoples Disclosure Letter, neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) constitute a stated triggering event under any Peoples Employee Plan that will result in any payment (whether pay or otherwise) becoming due from Peoples or any of the Peoples Subsidiaries to any present or former officer, employee, director, shareholder, consultant or dependent of any of the foregoing or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due, to any present or former officer, employee, director, shareholder, consultant, or dependent of any of the foregoing. Except as set forth in the Peoples Disclosure Letter, neither Peoples nor any of the Peoples Subsidiaries has any obligations for retiree health or life insurance benefits under any Peoples Employee Plan. There are no restrictions on the rights of Peoples or any of the Peoples Subsidiaries to amend or terminate any such Peoples Employee Plan without incurring any liability thereunder, except as provided in such plans or under applicable law.

Section 4.10 Material Contracts . Except as set forth in the Peoples Disclosure Letter, neither Peoples nor any Peoples 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 Peoples or any Peoples Subsidiary or the guarantee by Peoples or any Peoples 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 Peoples should have 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 “Peoples Contracts”). Neither Peoples nor any Peoples Subsidiary is in default under any Peoples Contract, which default is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect on Peoples, 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 . Since December 31, 2006, there has not been any change in the financial condition, results of operations or business of Peoples or any Peoples Subsidiary which has had or is reasonably expected to have a Material Adverse Effect on Peoples.

Section 4.12 Litigation . There is no suit, action or Proceeding pending, or, to the Knowledge of Peoples, threatened against or affecting Peoples or any Peoples Subsidiary which, if determined adversely to Peoples, would be reasonably expected to have a Material Adverse Effect on Peoples, nor is there any judgment, decree, injunction, rule or Order of any Governmental Entity or arbitrator, outstanding against Peoples or any Peoples Subsidiary having, or which would reasonably be expected to have, a Material Adverse Effect on Peoples. Since January 1, 2004, Peoples and Peoples Bank have continuously maintained fidelity bonds insuring them against acts of dishonesty and directors’ and officers’ liability insurance policies in such amounts as are customary, usual and prudent for organizations of their size and business. Except as set forth in the Peoples Disclosure Letter, to the Knowledge of Peoples and Peoples Bank, there are no facts which would form the basis of a claim or claims under such bonds or policies. Neither Peoples nor Peoples Bank has reason to believe that its respective fidelity or directors’ and officers’ liability coverage would not be renewed by the carrier on substantially the same terms as the existing coverage, except for possible premium increases unrelated to Peoples’ past claim experience.

Section 4.13 Compliance with Laws and Orders . The businesses of Peoples and each Peoples Subsidiary are not being conducted in violation of any Law, judgment, Order, decree, license or permit of any Governmental Entity (including, without limitation, in the case of Peoples 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 on Peoples.

Section 4.14 Agreements with Bank Regulators, Etc .

(a) Neither Peoples nor any of the Peoples Subsidiaries is subject to and, to Peoples’ Knowledge, there are no facts and/or circumstances in existence that will result in Peoples or any of the Peoples Subsidiaries becoming subject to, any written Order, agreement, memorandum of understanding or similar arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, or has adopted any extraordinary board resolutions at the request of, any Governmental Entity charged with the supervision or regulation of financial institutions or issuers of securities or

engaged in the insurance of deposits or the supervision or regulation of it or any of the Peoples Subsidiaries, except for the agreement dated March 21, 2007, with the OTS (the “OTS Agreement”). No Governmental Entity has advised Peoples or any Peoples Subsidiaries in writing or, to Peoples’ Knowledge, otherwise advised that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding or extraordinary supervisory letter or any such board resolutions, nor, to Peoples’ Knowledge, has any Governmental Entity commenced an investigation in connection therewith. To Peoples’ Knowledge, Peoples is in compliance with the OTS Agreement and will use its best efforts to remain in compliance through the Closing Date. Subject to approval by the OTS, Peoples shall hereafter furnish Integra with copies of all reports and correspondence sent by Peoples to the OTS relating to the OTS Agreement.

(b) Peoples is not aware of, has not been advised of, and has no reason to believe in the existence of, any facts or circumstances which would cause it or any of the Peoples Subsidiaries to be deemed to be (i) operating in violation of The Currency and Foreign Transactions Reporting Act and the regulations promulgated thereunder, as amended (the “Bank Secrecy Act”), the USA Patriot Act of 2001 and the regulations promulgated thereunder, as amended (the “Patriot Act”), the laws and regulations promulgated and administered by the Office of Foreign Asset Control (“OFAC”), any Order issued with respect to anti-money laundering by the United States Department of Justice or the United States Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), any Order issued by OFAC, or any other applicable anti-money laundering Laws; or (ii) not in satisfactory compliance with the applicable privacy and customer information requirements contained in any privacy, data protection or security breach notification Laws, including, without limitation, Title V of the Gramm Leach Bliley Act and the provisions of the information security program adopted pursuant to 12 C.F.R Part 40. Peoples is not aware of any facts or circumstances which would cause it to believe that any non-public customer information has been disclosed to or accessed by an unauthorized third Person in a manner which would cause it or any of the Peoples Subsidiaries to undertake any remedial action. Peoples (or where appropriate a Peoples Subsidiary) has adopted and implemented an anti-money laundering program that contains adequate and appropriate customer identification verification procedures that comply with Section 326 of the Patriot Act and such anti-money laundering program meets the requirements in all material respects of Section 352 of the Patriot Act and it (or such other of the Peoples Subsidiaries) has complied in all respects with any requirements to file reports and other necessary documents as required by the Patriot Act, the Bank Secrecy Act or any other anti-money laundering Laws.

Section 4.15 Fees . Except for fees paid and payable to Keefe, Bruyette & Woods, Inc. neither Peoples nor any Peoples Subsidiary has paid or will become obligated to pay any fee (including any break-up or termination fee) or commission to any broker, finder, intermediary or any other person in connection with, or as a result of, the transactions contemplated by this Agreement.

Section 4.16 Vote Required . The affirmative vote of the holders of a majority of the outstanding shares of Peoples Common Stock entitled to vote thereon (the “Required Peoples Vote”) is the only vote of the holders of any class or series of Peoples capital stock necessary to approve this Agreement and the transactions contemplated hereby.

Section 4.17 Environmental Matters . To the Knowledge of Peoples, neither Peoples nor any of the Peoples Subsidiaries is in violation of or has any liability, absolute or contingent, in connection with or under any Environmental Law, except any such violations or liabilities which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Peoples. To the Knowledge of Peoples, none of the Loan Portfolio Properties, Trust Properties and Other Properties of Peoples or any of the Peoples Subsidiaries is in violation of or has any liability, absolute or contingent, under any Environmental Law or as a result of the presence of any Hazardous Substances, except any such violations or liabilities which, individually or in the aggregate, would not have a Material Adverse Effect on Peoples. To the Knowledge of Peoples, there are no actions, suits, demands, notices, claims, investigations or Proceedings pending or threatened relating to any Loan Portfolio Properties, Trust Properties and Other Properties of Peoples including, without limitation, any notices, demand letters or requests for information from any federal or state environmental agency relating to any such liability under or violation of Environmental Law, which would impose a liability upon Peoples or any Peoples Subsidiary pursuant to any Environmental Law, except such as would not, individually or in the aggregate, have a Material Adverse Effect on Peoples. Peoples has provided Integra with a completed and accurate environmental questionnaire in the form provided by Integra for all property owned, leased or operated by Peoples or any Peoples Subsidiary and used in or held for future use in Peoples’ business activities (other than space in retail and similar establishments leased or operated for automatic teller machines). Section 4.17 of the Peoples Disclosure Letter sets forth any such real property for which there is an affirmative response to any question in such questionnaire.

Section 4.18 Labor . Neither Peoples nor any of the Peoples Subsidiaries is engaged in, or has engaged in, any unfair labor practice. There is no labor strike, dispute, slowdown or stoppage actually pending, or, to the Knowledge of Peoples, threatened, against or directly affecting Peoples or the Peoples Subsidiaries. No union is currently certified, there is no union representation question, and no union or other organizational activity that would be subject to the National Labor Relations Act (29 U.S.C. Section 151 et seq.) exists or, to the Knowledge of Peoples, is threatened. No grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and no claims therefore exist, or to the Knowledge of Peoples, are threatened. No collective bargaining agreement exists which is binding on Peoples and/or the Peoples Subsidiaries. Neither Peoples nor any of the Peoples Subsidiaries has experienced any material work stoppage or other material labor difficulty. Neither Peoples nor any of the Peoples Subsidiaries is delinquent in any payments to any current or former officers, directors, employees or independent contractor for any wages, salaries, commissions, bonuses, benefits or other compensation for any services performed by them or amounts required to be reimbursed to them.

Section 4.19 Material Interests of Certain Persons . No officer or director of Peoples, or any “associate” of any such officer or director, has any material interest in any material Contract or property (real or personal), tangible or intangible, used in or pertaining to the business of Peoples or any of the Peoples Subsidiaries. No related person of Peoples or Peoples Bank (as such term is defined in Instruction 1 to Item 404(a) of Regulation S-K under the Exchange Act) has been involved in any transaction or any currently proposed transaction with Peoples or any Peoples Subsidiary in which such