Partners Trust Financial Group Inc Sample Contracts

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Employment Agreement • December 19th, 2001 • Partners Trust Financial Group Inc • New York
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AGENCY AGREEMENT
Partners Trust Financial Group Inc • December 19th, 2001 • New York
EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2006 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 27th day of September, 2006, by and among PARTNERS TRUST BANK, a federally chartered stock savings bank (the "Employer") and a wholly owned subsidiary of PARTNERS trust financial group, inc., a Delaware corporation ("Partners Trust"), and AMIE ESTRELLA, an individual residing in Sherrill, New York (the "Executive").

AGREEMENT AND PLAN OF MERGER among M&T BANK CORPORATION PARTNERS TRUST FINANCIAL GROUP, INC. and MTB ONE, INC. Dated as of July 18, 2007
Agreement and Plan of Merger • July 19th, 2007 • Partners Trust Financial Group Inc • National commercial banks • New York
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 29 day of April, 2004, by and among PARTNERS TRUST FINANCIAL GROUP, INC., a Federal corporation (“Partners Trust”), and STEVEN A. COVERT, an individual residing in New Hartford, New York (the “Executive”), with the consent of SBU BANK, a Federally chartered capital stock savings bank wholly owned by Partners Trust having its principal place of business in Utica, New York (the “Bank”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 5th day of May, 2004, by and among PARTNERS TRUST FINANCIAL GROUP, INC., a Federal corporation (“Partners Trust”), and RANDY J. WILEY, an individual residing in Fayetville, New York (the “Executive”), with the consent of SBU BANK, a Federally chartered capital stock savings bank wholly owned by Partners Trust having its principal place of business in Utica, New York (the “Bank”).

ESOP TRUST AGREEMENT BETWEEN RSGROUP TRUST COMPANY AND PARTNERS TRUST FINANCIAL GROUP, INC.
Esop Trust Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • Maine

THIS AGREEMENT OF TRUST (the “Agreement”) made effective as of March 1, 2002, by and between PARTNERS TRUST FINANCIAL GROUP, INC., a federally chartered holding company (the “Company”) and RSGROUP TRUST COMPANY, a trust company incorporated under the laws of the State of Maine (the “Trustee”),

EMPLOYMENT PROTECTION AGREEMENT
Employment Protection Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This EMPLOYMENT PROTECTION AGREEMENT (the “Agreement”), made as of this 26th day of August, 2003, by and among SBU Bank, a Federally chartered savings bank having its principal place of business in Utica, New York (the “Bank”), Partners Trust Financial Group, Inc., a Federal corporation owning all of the issued and outstanding shares of capital stock of the Bank (“PRTR”) (the Bank and PRTR, collectively, the “Employers”), and Daniel J. O’Toole, an individual residing in Whitesboro, New York (the “Employee”).

THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2006 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this _25th__ day of January, 2006, by and among PARTNERS trust financial group, inc., a Federal corporation ("Partners Trust" or the "Employer"), and STEVEN A. COVERT, an individual residing in New Hartford, New York (the "Executive").

TRUST COMPANY AGREEMENT AND PLAN OF MERGER by and among CHEMUNG CANAL TRUST COMPANY PARTNERS TRUST FINANCIAL GROUP, INC. PARTNERS TRUST BANK and upon organization, PARTNERS LIMITED TRUST CO. Dated as of October 11, 2006 TRUST COMPANY AGREEMENT AND...
Trust Company Agreement and Plan of Merger • October 12th, 2006 • Partners Trust Financial Group Inc • National commercial banks • New York

THIS TRUST COMPANY AGREEMENT AND PLAN OF MERGER, dated as of October 11, 2006 (this "Agreement"), is made by and among Partners Trust Financial Group, Inc., a Delaware corporation ("Parent"), Partners Trust Bank, a federal savings association and a wholly owned subsidiary of Parent ("Partners Trust" and, together with Trust Company (as defined below) "Seller") and Chemung Canal Trust Company, a New York State bank and trust company ("Purchaser"), and is to be joined by Partners Limited Trust Co., a New York State limited trust company to be formed as a wholly owned subsidiary of Parent ("Trust Company").

EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 23rd day of December, 2003, by and among SBU BANK, a Federally chartered capital stock savings bank having its principal place of business in Utica, New York (the “Bank”), PARTNERS TRUST FINANCIAL GROUP, INC., a Federal corporation owning all of the issued and outstanding shares of capital stock of the Bank (“Partners Trust”) (the Bank and Partners Trust, collectively, the “Employers”), and RANDY J. WILEY, an individual residing in Fayetville, New York (the “Executive”).

BSB Bancorp, Inc.
Partners Trust Financial Group Inc • February 27th, 2004 • National commercial banks

This letter agreement is to confirm the additional agreements, arrangements and understandings relating to the payments that you will become entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between Partners Trust Financial Group, Inc., SBU Bank, Wicked Acquisition Corporation, Partners Trust, MHC and BSB Bancorp, Inc. (the “Company”), dated December 23rd, 2003. The agreements, arrangement and understandings contained herein amend the Change of Control Severance Agreement between you, the Company and BSB Bank and Trust Company, dated as of December 6, 2000 (the “COC Agreement”) and the Target Benefit Supplemental Retirement Benefit Agreement between BSB Bank & Trust Company and the Executive, dated as of October 30, 2003 (the “SERP”). The commitments set forth in this letter agreement are subject to (i) the consummation of the transactions contemplated by the Merger Agreement and (ii) the limitations

Contract
Partners Trust Financial Group Inc • May 7th, 2004 • National commercial banks

ELECTION FORM AND LETTER OF TRANSMITTAL This Election Form and Letter of Transmittal is being delivered in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 23, 2003, by and among Partners Trust Financial Group, Inc., SBU Bank, Partners Trust, MHC, Wicked Acquisition Corporation (“New Partners Trust”) and BSB Bancorp, Inc. (“BSB”), whereby BSB will merge with and into New Partners Trust.

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PARTNERS TRUST FINANCIAL GROUP, INC. (a federal corporation) SBU BANK (a federally chartered savings bank) WICKED ACQUISITION CORPORATION (a Delaware corporation) PARTNERS TRUST, MHC (a federally chartered...
Agreement and Plan of Merger • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2003 (this “Agreement”), is entered into by and among Partners Trust Financial Group, Inc., a federal corporation (“Parent”), SBU Bank, a federally chartered savings bank and majority owned subsidiary of Parent (“SBU Bank”), Wicked Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of SBU Bank (“Newco”), Partners Trust, MHC, a federally-chartered mutual holding company (“MHC”), and BSB Bancorp, Inc., a Delaware corporation (“Company”).

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
Income Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This Executive Supplemental Retirement Income Agreement (“Agreement”), executed as of this 27th day of June, 2001, by and between THE SAVINGS BANK OF UTICA, Utica, New York, a mutual savings bank organized and existing under the laws of the State of New York, hereinafter referred to as the “Bank,” and JOHN A. ZAWADZKI, a key employee and executive hereinafter referred to as the “Executive.”

TRUST AGREEMENT BETWEEN RSGROUP TRUST COMPANY AND THE SAVINGS BANK OF UTICA
Trust Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • Maine

THIS AGREEMENT OF TRUST (the “Agreement”) made effective January 1, 1999 by and between THE SAVINGS BANK OF UTICA, a mutual savings bank (the “Company”) and RSGROUP TRUST COMPANY, a trust company incorporated under the laws of the State of Maine (the “Trustee”),

THE SAVINGS BANK OF UTICA ENDORSEMENT SPLIT DOLLAR AGREEMENT
Endorsement Split Dollar Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

THIS AGREEMENT (“Agreement”) made the 27th day of June, 2001 by and between The Savings Bank of Utica, New York (hereinafter called “the Employer”) and John A. Zawadzki (hereinafter called “Employee”).

BSB Bancorp, Inc.
Partners Trust Financial Group Inc • February 27th, 2004 • National commercial banks

This letter agreement is to confirm the additional agreements, arrangements and understandings relating to the payments that you will become entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between Partners Trust Financial Group, Inc., SBU Bank, Wicked Acquisition Corporation, Partners Trust, MHC and BSB Bancorp, Inc. (the “Company”), dated December 23rd, 2003. The agreements, arrangement and understandings contained herein amend the Change of Control Severance Agreement between you, the Company and BSB Bank and Trust Company, dated as of May 14, 2001 (the “COC Agreement”) and the Target Benefit Supplemental Retirement Benefit Agreement between BSB Bank & Trust Company and the Executive, dated as of October 30, 2003 (the “SERP”). The commitments set forth in this letter agreement are subject to (i) the consummation of the transactions contemplated by the Merger Agreement and (ii) the limitations imp

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 4th day of May, 2004, by and among PARTNERS TRUST FINANCIAL GROUP, INC., a Federal corporation (“Partners Trust”), and HOWARD W. SHARP, an individual residing in Syracuse, New York (the “Executive”), with the consent of SBU BANK, a Federally chartered capital stock savings bank wholly owned by Partners Trust having its principal place of business in Utica, New York (the “Bank”).

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PARTNERS TRUST FINANCIAL GROUP, INC. (a federal corporation) SBU BANK (a federally chartered savings bank) WICKED ACQUISITION CORPORATION (a Delaware corporation) PARTNERS TRUST, MHC (a federally chartered...
Agreement and Plan of Merger • December 29th, 2003 • Partners Trust Financial Group Inc • National commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2003 (this “Agreement”), is entered into by and among Partners Trust Financial Group, Inc., a federal corporation (“Parent”), SBU Bank, a federally chartered savings bank and majority owned subsidiary of Parent (“SBU Bank”), Wicked Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of SBU Bank (“Newco”), Partners Trust, MHC, a federally-chartered mutual holding company (“MHC”), and BSB Bancorp, Inc., a Delaware corporation (“Company”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG PARTNERS TRUST FINANCIAL GROUP, INC. SBU BANK HYDRAULIC ACQUISITION CORPORATION AND HERKIMER TRUST CORPORATION, INC. DATED AS OF August 13, 2002
Agreement and Plan of Merger • August 15th, 2002 • Partners Trust Financial Group Inc • National commercial banks • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 23rd day of December, 2003, by and among SBU BANK, a Federally chartered capital stock savings bank having its principal place of business in Utica, New York (the “Bank”), PARTNERS TRUST FINANCIAL GROUP, INC., a Federal corporation owning all of the issued and outstanding shares of capital stock of the Bank (“Partners Trust”) (the Bank and Partners Trust, collectively, the “Employers”), and HOWARD W. SHARP, an individual residing in Syracuse, New York (the “Executive”).

AMENDMENT NO. 1 TO TRUST COMPANY AGREEMENT AND PLAN OF MERGER
Trust Company Agreement and Plan of Merger • February 7th, 2007 • Partners Trust Financial Group Inc • National commercial banks

THIS AMENDMENT NO. 1 TO TRUST COMPANY AGREEMENT AND PLAN OF MERGER (the "Amendment") is dated as of the 1st day of February, 2007, and is entered into by and among Partners Trust Financial Group, Inc., a Delaware corporation ("Parent"), Partners Trust Bank, a federal savings association ("Partners Trust"), and Chemung Canal Trust Company, a New York State bank and trust company ("Purchaser"), to be joined by Partners Interim Bank, an interim federal savings association to be formed as a wholly owned subsidiary of Partners Trust ("PIB").

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