It will run hotter, the Northwoods were a cool running chip the Prescotts run at higher temps, the fan will be noisier due to the increased rpm needed for cooling.
If you have $90.00 to throw around go for it, I presume the Prescott is Skt 478 and not LGA 775, personally I'd oc the 2.6 to around 3.0, it's a relatively small oc.