Alliance Financial Corp /Ny/ Sample Contracts

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (January 28th, 2013)

Syracuse, NY, January 28, 2013—Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today net income for the quarter ended December 31, 2012 of $1.3 million or $0.28 per diluted common share, compared with $2.8 million or $0.60 per diluted common share in the year-ago quarter and $2.3 million or $0.48 per diluted common share in the third quarter of 2012. Expenses related to the pending acquisition of the Company by NBT Bancorp Inc. (“NBT”) totaled $1.4 million after tax or $0.31 per share.

Alliance Financial Corp /Ny/ – FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT (December 21st, 2012)

This FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the “Amendment”) is made and entered into as of December 18, 2012 (the “Amendment Date”) by and between Alliance Financial Corporation (the “Company”) and                (“Employee”);

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (November 27th, 2012)

Syracuse, NY, November 27, 2012 - Alliance Financial Corporation (the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.32 per common share. The dividend is payable on December 19, 2012, to shareholders of record on December 11, 2012.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (October 29th, 2012)

Syracuse, NY, October 29, 2012—Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today net income for the quarter ended September 30, 2012 of $2.3 million or $0.48 per diluted common share, compared with $3.7 million or $0.77 per diluted common share in the year-ago quarter and $2.9 million or $0.61 per diluted common share in the second quarter of 2012. Securities gains in the third quarter of 2011, when netted against a fixed asset write-down, totaled $472,000 after tax or $0.10 per share. Third quarter results for 2012 included costs associated with the recently announced acquisition of the Company by NBT Bancorp Inc. (“NBT”) of $598,000 after tax or $0.13 per share.

Alliance Financial Corp /Ny/ – AGREEMENT AND PLAN OF MERGER by and between NBT BANCORP INC. and ALLIANCE FINANCIAL CORPORATION Dated as of October 7, 2012 (October 9th, 2012)

AGREEMENT AND PLAN OF MERGER, dated as of October 7, 2012 (this “Agreement”), by and between NBT Bancorp Inc., a Delaware corporation (“Buyer”), and Alliance Financial Corporation, a New York corporation (f/k/a Cortland First Financial Corporation) (the “Company”).

Alliance Financial Corp /Ny/ – NBT BANCORP INC., ALLIANCE FINANCIAL CORPORATION ENTER INTO MERGER AGREEMENT (October 9th, 2012)

NORWICH, N.Y. AND SYRACUSE, N.Y. (October 8, 2012) – NBT Bancorp Inc. (NBT) (NasdaqGS: NBTB) and Alliance Financial Corporation (Alliance) (NasdaqGS: ALNC) announced today that they have entered into a definitive agreement under which Alliance will merge with and into NBT. The merger is valued at approximately $233.4 million and is expected to close in the second quarter of 2013 subject to customary closing conditions, including receipt of regulatory approvals and approvals by NBT and Alliance stockholders.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (August 28th, 2012)

Syracuse, NY, August 28, 2012—Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.32 per common share. The dividend is payable on October 2, 2012 to shareholders of record on September 18, 2012. This declaration represents an increase of $0.01 per share or 3.2% from the dividend paid in the previous quarter.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (July 17th, 2012)

Syracuse, NY, July 17, 2012 - Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today net income for the quarter ended June 30, 2012 of $2.9 million or $0.61 per diluted common share, compared with $3.5 million or $0.73 per diluted common share in the year-ago quarter and $2.6 million or $0.55 per diluted common share in the first quarter of 2012.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (May 29th, 2012)

Syracuse, NY, May 29, 2012—Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.31 per common share. The dividend is payable on July 2, 2012 to shareholders of record on June 18, 2012.

Alliance Financial Corp /Ny/ – Events of 2011 Alliance Bank produced Fifth Consecutive Year of Record Performance • We continued to differentiate ourselves: • Provided excellent customer service to our clients • $107 million in Residential Mortgage Closings • Supported local companies with our “willingness to lend” attitude • $75.9 million in Commercial loan originations in 2011 • $856.6 million in overall loan originations over the last three years (May 16th, 2012)

statements involve certain risks and uncertainties.  Factors that may cause actual results to differ materially from those contemplated by such

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (April 17th, 2012)

Syracuse, NY, April 17, 2012—Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today net income for the quarter ended March 31, 2012 of $2.6 million or $0.55 per diluted common share, compared with $3.3 million or $0.70 per diluted common share in the year-ago quarter and $2.8 million or $0.60 per diluted common share in the fourth quarter of 2011.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (February 28th, 2012)

Syracuse, NY, February 28, 2012—Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.31 per common share. The dividend is payable on April 3, 2012 to shareholders of record on March 23, 2012.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (January 26th, 2012)

Syracuse, NY, January 26, 2012—Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today net income of $2.8 million or $0.60 per diluted share for the quarter ended December 31, 2011, compared with the $2.8 million or $0.59 per diluted share in the year-ago quarter. Net income was $3.7 million or $0.77 per diluted common share in the third quarter of 2011. Net income in the third quarter of 2011 included securities gains, netted against a fixed asset write-down, of $472,000 after tax or $0.10 per diluted share.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (November 29th, 2011)

Syracuse, NY, November 29, 2011—Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.31 per common share. The dividend is payable on January 3, 2012 to shareholders of record on December 23, 2011.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (October 19th, 2011)

Syracuse, NY, October 19, 2011 - Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today an 18.7% increase in net income for the quarter ended September 30, 2011 compared with the third quarter of 2010. Net income was $3.7 million or $0.77 per diluted common share in the third quarter of 2011, compared with $3.1 million or $0.66 per diluted common share in the year-ago quarter and $3.5 million or $0.73 per diluted share in the second quarter of 2011. Securities gains, when netted against a fixed asset writedown, totaled $472,000 after tax or $0.10 per share in the third quarter.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (August 30th, 2011)

Syracuse, NY, August 30, 2011 - Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.31 per common share. The dividend is payable on October 3, 2011 to shareholders of record on September 19, 2011.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (July 14th, 2011)

Syracuse, NY, July 14, 2011 - Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today a 16.3% increase in net income for the quarter ended June 30, 2011, compared with the second quarter of 2010. Net income was $3.5 million or $0.73 per diluted common share in the second quarter of 2011, compared with $3.0 million or $0.64 per diluted common share in the year-ago quarter and $3.3 million in the first quarter of 2011.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (May 31st, 2011)

Syracuse, NY, May 31, 2011 - Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.30 per common share. The dividend is payable on July 1, 2011 to shareholders of record on June 17, 2011.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (April 13th, 2011)

Syracuse, NY, April 13, 2011 - Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today a 20.3% increase in net income for the quarter ended March 31, 2011 compared to the first quarter of 2010. Net income was $3.3 million or $0.70 per diluted common share in the first quarter of 2011, compared with $2.7 million or $0.59 per diluted common share in the year-ago quarter. Net income increased 18.4% compared to the fourth quarter of 2010.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (February 22nd, 2011)

Syracuse, NY, February 22, 2011 - Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.30 per common share. The dividend is payable on April 4, 2011 to shareholders of record on March 21, 2010.

Alliance Financial Corp /Ny/ – Amendment to the Bylaws (January 26th, 2011)
Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (January 26th, 2011)

Syracuse, NY, January 26, 2011 - Alliance Financial Corporation (“Alliance” or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today its net income for the quarter ended December 31, 2010 was $2.8 million or $0.59 per diluted common share, compared with $3.5 million or $0.75 per diluted common share in the year-ago quarter. Securities gains, net of non-recurring expenses, positively impacted the fourth quarter of 2009 by $0.09 per diluted share.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (January 26th, 2011)

SYRACUSE, NY, January 26, 2011 – The Board of Directors of Alliance Financial Corporation (NasdaqGM:ALNC), by a unanimous vote of its independent directors, has appointed Donald H. Dew as Lead Independent Director for the corporation. As Lead Director, Dew will work with the Chairman of the Board, Jack Webb, and will coordinate the activities of the other non-employee directors and continue to serve as Chairperson of the Governance Committee of the board.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (November 30th, 2010)

Syracuse, NY, November 30, 2010 - Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.30 per common share. The dividend is payable on January 3, 2011 to shareholders of record on December 20, 2010.

Alliance Financial Corp /Ny/ – ALLIANCE FINANCIAL CORPORATION 2010 RESTRICTED STOCK PLAN RESTRICTED STOCK AWARD NOTICE (November 8th, 2010)

This Restricted Stock Award Notice is intended to set forth the terms and conditions on which an Award has been granted under the Alliance Financial Corporation 2010 Restricted Stock Plan. Set forth below are the specific terms and conditions applicable to this Award. Attached as Exhibit A are its general terms and conditions.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (October 14th, 2010)

Syracuse, NY, October 14, 2010 - Alliance Financial Corporation (“Alliance”, or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today its net income for the quarter ended September 30, 2010 was $3.1 million or $0.66 per diluted share, compared to $3.0 million or $0.64 per diluted share in the year-ago quarter.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (August 31st, 2010)

Syracuse, NY, August 31, 2010 - Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.30 per common share. This declaration represents an increase of $0.02 per share or 7.1% from the dividend paid in the previous quarter. The dividend is payable on October 1, 2010 to shareholders of record on September 17, 2010.

Alliance Financial Corp /Ny/ – ALLIANCE FINANCIAL CORPORATION 2010 RESTRICTED STOCK PLAN Effective as of May 11, 2010 (August 6th, 2010)
Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (July 14th, 2010)

Syracuse, NY, July 14, 2010 - Alliance Financial Corporation (“Alliance”, or the “Company”) (NasdaqGM: ALNC), the holding company for Alliance Bank, N.A., announced today its net income for the quarter ended June 30, 2010 increased 46.9% to $3.0 million, compared to $2.0 million in the year-ago quarter. The results for the second quarter of 2010 reflect the positive impact of a 5.3% increase in net interest income and a 39.2% decrease in the provision for credit losses compared to the year-ago quarter.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE DISTRIBUTION (May 25th, 2010)

Syracuse, NY, May 25, 2010 - Alliance Financial Corporation (the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced that its Board of Directors has declared a quarterly dividend of $0.28 per common share. The dividend is payable on July 2, 2010 to shareholders of record on June 18, 2010.

Alliance Financial Corp /Ny/ – NEWS RELEASE FOR IMMEDIATE RELEASE (April 14th, 2010)

Syracuse, NY, April 14, 2010 - Alliance Financial Corporation (“Alliance”, or the “Company”) (NASDAQ: ALNC), the holding company for Alliance Bank, N.A., announced today its net income for the quarter ended March 31, 2010 was $2.7 million compared to $3.0 million in the year-ago quarter. Net income available to common shareholders for the first quarter was $2.7 million or $0.59 per diluted share, compared with $2.6 million or $0.57 per diluted share in the year-ago quarter.

Alliance Financial Corp /Ny/ – First Amendment to the Amended and Restated Supplemental Retirement Agreement between Alliance Financial Corporation, Alliance Bank, N.A. and Jack H. Webb (February 1st, 2010)

WHEREAS, Alliance Financial Corporation, Alliance Bank, N.A., and Jack H. Webb have previously entered into an Amended and Restated Supplemental Retirement Agreement (the “SERP”) dated November 28, 2006;

Alliance Financial Corp /Ny/ – AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT (February 1st, 2010)

THIS SETS FORTH an amended and restated Agreement to provide supplemental retirement income, made and entered into this 28th day of November, 2006, by and between ALLIANCE FINANCIAL CORPORATION, a New York corporation and registered bank holding company (“Corporation”) and ALLIANCE BANK, N.A., a national banking institution and a wholly-owned subsidiary of the Corporation (hereinafter referred to as the “Bank”), and JACK H. WEBB, who resides at                                          (hereinafter referred to as the “Employee”).

Alliance Financial Corp /Ny/ – EMPLOYMENT AGREEMENT (February 1st, 2010)

This sets forth the EMPLOYMENT AGREEMENT made and entered into as of January 26, 2010 (the “Effective Date”) by and among (i) Alliance Financial Corporation, a New York corporation (“Corporation”), Alliance Bank, N.A. (“Bank”), which is a wholly-owned subsidiary of the Corporation (the Corporation and Bank are hereafter referred to collectively as the “Employer”), having an office in Syracuse, New York, and (ii) John H. Watt, Jr., an individual currently residing at                                          (“Executive”). This Agreement supersedes the Employment Agreement between the parties dated as of October 6, 2005.

Alliance Financial Corp /Ny/ – ALLIANCE BANK, N.A. SPLIT DOLLAR AGREEMENT (February 1st, 2010)

THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) is made as of this 27th day of January, 2009 by and between Alliance Bank, N.A., and Jack H. Webb (the “Employee”).