Finger Lakes Bancorp Inc Sample Contracts

Finger Lakes Bancorp Inc – Press Release (December 31st, 2002)

Exhibit 99.1 Press Release Finger Lakes Bancorp, Inc. Savings Bank of the Finger Lakes _______________________________________________________________________________ 470 Exchange Street o Geneva, New York 14456 o (315) 789-3838, ext. 2119 o Fax (315) 789-8747 For Immediate Release Date: December 30, 2002 Contact: G. Thomas Bowers - Chairman, President & Chief Executive Officer (315) 789-3838, ext. 2119, Fax: (315) 789-8747 MERGER BETWEEN FINGER LAKES BANCORP AND FIRST NIAGARA FINANCIAL GROUP APPROVED BY FINGER LAKES SHAREHOLDERS GENEVA, NY - December 30, 2002 - Finger Lakes Bancorp, Inc. (the "Company") announced today that its shareholders voted to approve the merger with First Niagara Financial Group, Inc. ("FNFG"). The vote was announced at a special meet

Finger Lakes Bancorp Inc – PRESS RELEASE (July 23rd, 2002)

Exhibit 99.1 PRESS RELEASE SOURCE: First Niagara Financial Group, Inc.; Finger Lakes Bancorp, Inc. FIRST NIAGARA FINANCIAL GROUP, INC. TO CONDUCT SECOND STEP CONVERSION OFFERING AND ACQUIRE FINGER LAKES BANCORP, INC. LOCKPORT, N.Y., July 22 /PRNewswire-FirstCall/ The Board of Directors of First Niagara Financial Group, Inc. (the "Company") (Nasdaq: FNFG - News) announced that the Board of Directors of First Niagara Financial Group, MHC (the "MHC") has adopted a Plan of Conversion (the "Plan") to convert the MHC to a capital stock corporation (the "Conversion"). The MHC, headquartered in Lockport, New York, owns approximately 62% of the outstanding common stock of the Company. Public stockholders own the remaining shares. The Company owns 100% of the outstanding capital stock of First Niagara Bank, Cayuga Bank and Cortland Savings Bank. Pursuant to the Plan, the Company will conduct a subscription offering of common stock to eligible current and past depositors. Shares not subscri

Finger Lakes Bancorp Inc – INCOME AGREEMENT (March 28th, 2002)

Exhibit 10.5 EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR G. THOMAS BOWERS FINGER LAKES BANCORP, INC. GENEVA, NEW YORK JANUARY 26, 2001 EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT This Executive Supplemental Retirement Income Agreement ("Agreement"), executed as of this 26th day of January, 2001, by and between FINGER LAKES BANCORP, INC., Geneva, New York, a holding company organized and existing under the laws of the Delaware, hereinafter referred to as "Company" and G. THOMAS BOWERS, a key employee and executive hereinafter referred to as "Executive." WITNESSETH: WHEREAS, the Executive is empl

Finger Lakes Bancorp Inc – EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT (March 28th, 2002)

Exhibit 10.6 FINGER LAKES BANCORP, INC. EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR G. THOMAS BOWERS ---------------------- AMENDMENT NUMBER ONE ----------------------- The Executive Supplemental Retirement Income Agreement for G. Thomas Bowers (the "Agreement") is hereby amended effective May 1, 2001, unless otherwise stated, in accordance with the following: 1. Section 1.13 of the Agreement shall be amended by replacing the words "sixty-second (62nd)" with the words "sixty-fifth (65th)". 2. Section 1.17 of the Agreement shall be amended in its entirety to provide as follows: "Supplemental Retirement Income Benefit" means an annual retirement benefit equal to

Finger Lakes Bancorp Inc – SUPPLEMENTAL EXECUTIVE AGREEMENT (March 28th, 2002)

Exhibit 10.7 FINGER LAKES BANCORP, INC. SUPPLEMENTAL EXECUTIVE AGREEMENT WHEREAS, G. Thomas Bowers ("Executive") and Finger Lakes Bancorp, Inc. (the "Company") desire to enter into this Supplemental Executive Agreement ("Supplemental Agreement") to supplement the Employment Agreement entered into between the Executive and the Savings Bank of the Finger Lakes (the "Bank"), the wholly owned subsidiary of the Company, on January 1, 2001 (hereinafter referred to as the "Employment Agreement"); and WHEREAS, tax law provisions relating to "golden parachute payments" could have the effect of reducing the benefits otherwise provided to Executive under the Employment Agreement and the Executive's supplemental executive retirement plan as a result of a change in control of the Company or the Bank; and WHEREAS, the Board believes that this Suppl

Finger Lakes Bancorp Inc – AGENCY AGREEMENT (August 25th, 2000)

EXHIBIT 1.2 FINGER LAKES BANCORP, INC. Up to 2,155,593 Shares (Anticipated Maximum) COMMON STOCK ($.01 Par Value) Subscription Price $7.00 Per Share AGENCY AGREEMENT ---------------- September ________, 2000 Friedman, Billings, Ramsey & Co., Inc. 1001 Nineteenth Street North Arlington, Virginia 22209 Ladies and Gentlemen: The Primary Parties, e.g. Finger Lakes Bancorp, Inc. a Delaware corporation (the "Company"), Finger Lakes Financial Corporation, MHC (the "MHC"), Finger Lakes Financial Corp. (Finger Lakes Financial"), a federally chartered corporation owning all of the stock of Savings Bank of the Finger Lakes (the "Mid-Tier Company") and Savings Bank of the Finger Lakes, Gene

Finger Lakes Bancorp Inc – NOTICE OF SPECIAL MEETING OF STOCKHOLDERS (August 25th, 2000)

EXHIBIT 99.5 Finger Lakes Financial Corp. 470 Exchange Street Geneva, New York 14456 (315) 789-3838 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held On ______, 2000 Notice is hereby given that the Special Meeting of Stockholders, ("Meeting') of Finger Lakes Financial Corp. (the "Mid-Tier Holding Company") will be held at _________________, on _______, 2000 at _____ __.m., local time. As of the date hereof, the Mid-Tier Holding Company owns 100% of the common stock of Savings Bank of the Finger Lakes, FSB (the "Bank") and is majority- owned by Finger Lakes Financial Corporation, MHC (the "Mutual Holding Company"). A Proxy Statement and Proxy Card and a for the Special Meeting are enclosed. The Special Meeting is for the purpose of considering and acting upon: 1.

Finger Lakes Bancorp Inc – 1996 MANAGEMENT RECOGNITION PLAN AND TRUST AGREEMENT (March 28th, 2000)

Exhibit 10.3 SAVINGS BANK OF THE FINGER LAKES, FSB 1996 MANAGEMENT RECOGNITION PLAN AND TRUST AGREEMENT ARTICLE I ESTABLISHMENT OF THE PLAN AND TRUST 1.01 Savings Bank of the Finger Lakes, FSB (the "Savings Bank") hereby establishes a Management Recognition Plan (the "Plan") and Trust (the "Trust") upon the terms and conditions hereinafter stated in this 1996 Management Recognition Plan and Trust Agreement (the "Agreement"). 1.02 The Trustee hereby accepts this Trust and agreess to hold the Trust assets existing on the date of this Agreement and all additions and accretions thereto upon the terms and conditions hereinafter stated. ARTICLE II PURPOSE OF THE PLAN 2.01 The purpose of the Plan is to retain personnel of experience and abil

Finger Lakes Bancorp Inc – CERTIFICATE OF INCORPORATION (March 28th, 2000)

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF FINGER LAKES BANCORP, INC. FIRST: The name of the Corporation is Finger Lakes Bancorp, Inc. (hereinafter referred to as the "Corporation"). SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at that address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. FOURTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is six million shares (6,000,000) consisting of:

Finger Lakes Bancorp Inc – FORM OF EMPLOYMENT AGREEMENT (March 28th, 2000)

Exhibit 10.1 FORM OF EMPLOYMENT AGREEMENT This Agreement is made effective as of ________________, 2000 by and between the Savings Bank of the Finger Lakes, FSB (the "Bank"), a federally-chartered stock savings and loan association, with its principal executive office at 470 Exchange Street, Geneva, New York 14456 and _____________ (the "Executive"). Any reference to "Company" herein shall mean Finger Lakes Bancorp, Inc., the stock holding company parent of the Bank or any successor thereto. WHEREAS, the Bank wishes to assure itself of the continued services of Executive for the period provided in this Agreement; and WHEREAS, Executive is willing to continue to serve in the employ of the Bank on a full-time basis for said period. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, t

Finger Lakes Bancorp Inc – Agreement to provide Appraisal and Business Plan Services (March 28th, 2000)

Exhibit 99.1 Agreement to provide Appraisal and Business Plan Services Section 1: Services to be Rendered Appraisal As part of the Second Step Conversion and Stock Offering services, the following major tasks will be included: o conduct financial due diligence, including on-site interviews of senior management and reviews of financial and other records; o gather an understanding of the Bank's financial condition, profitability, risk characteristics, operations and external factors that might influence or impact the Bank; o prepare a detailed written valuation report of the Bank and the Company, that is consistent with applicable regulatory guidelines and standard valuation practices; o prepare and deliver an opinion, in form and substance acceptable to legal and tax counsel of the Bank, to the effect that the subscription rights granted to eligib

Finger Lakes Bancorp Inc – 1996 STOCK OPTION PLAN (March 28th, 2000)

Exhibit 10.2 SAVINGS BANK OF THE FINGER LAKES, FSB 1996 STOCK OPTION PLAN ARTICLE I ESTABLISHMENT OF THE PLAN Savings Bank of the Finger Lakes, FSB (the "Savings Bank") hereby establishes this 1996 Stock Option Plan (the "Plan") upon the terms and conditions hereinafter stated. ARTICLE II PURPOSE OF THE PLAN The purpose of this Plan is to improve the growth and profitability of the Savings Bank and its Subsidiary Companies by providing Employees with a proprietary interest in the Savings Bank as an incentive to contribute to the success of the Savings Bank and its Subsidiary Companies, and rewarding those Employees for outstanding performance and the attainment of targeted goals. All Incentive Stock Options issued under t