Alliance Financial Corp /Ny/ Sample Contracts

RECITALS
Employment Agreement • September 24th, 1998 • Cortland First Financial Corp • National commercial banks • New York
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GUARANTEE AGREEMENT by and between ALLIANCE FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of September 21, 2006
Guarantee Agreement • September 26th, 2006 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 21, 2006, is executed and delivered by Alliance Financial Corporation, a New York corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Alliance Financial Capital Trust II, a Delaware statutory trust (the “Issuer”).

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ALLIANCE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 30th, 2009 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This sets forth the terms of the RESTRICTED STOCK AGREEMENT (“Agreement”), entered into as of the 27th day of January, 2009 by and between ALLIANCE FINANCIAL CORPORATION (“Company”) and J. Daniel Mohr, an employee of the Company or one of its subsidiaries (“Grantee”).

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ALLIANCE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • January 30th, 2009 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This sets forth the terms of the RESTRICTED STOCK AGREEMENT (“Agreement”), entered into as of the 27th day of January, 2009, by and between ALLIANCE FINANCIAL CORPORATION (“Company”) and Jack H. Webb, an employee of the Company or one of its subsidiaries (“Grantee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2010 • Alliance Financial Corp /Ny/ • National commercial banks • New York

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) J. Daniel Mohr, an individual currently residing at (“Executive”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 4th, 2006 • Alliance Financial Corp /Ny/ • National commercial banks

THIS AGREEMENT is made as of May 3, 2006 by and between (i) ALLIANCE FINANCIAL CORPORATION, a New York corporation and registered bank holding company (“Corporation”) and ALLIANCE BANK, N.A. a wholly owned subsidiary of the Corporation (“Bank”), having a principal place of business at 120 Madison Street, Syracuse, Onondaga County, New York, (the Corporation and the Bank are referred to collectively in this agreement as the “Employer”), and (ii) J. DANIEL MOHR currently residing in Baldwinsville, New York “(Executive”).

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AGREEMENT AND PLAN OF MERGER by and between NBT BANCORP INC. and ALLIANCE FINANCIAL CORPORATION Dated as of October 7, 2012
Employment Agreement • October 9th, 2012 • Alliance Financial Corp /Ny/ • National commercial banks • Delaware

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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 7th, 2006 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This sets forth the EMPLOYMENT AGREEMENT made and entered into as of August 1, 2006 (the “Effective Date”) by and among (i) Alliance Financial Corporation, a New York corporation and registered bank holding company (“Corporation”), and Alliance Bank, N.A. (“Bank”), which is a wholly-owned subsidiary of the Corporation (collectively, the Corporation and Bank are hereafter referred to as “Employer”), having an office in Syracuse and in Cortland and Oneida, New York, and (ii) JACK H. WEBB, an individual currently residing at 5216 Duane Drive, Fayetteville, New York (“Employee”). This Agreement supersedes the Employment Agreement between the parties dated as of April 29, 2003 which provided for a term ending July 31, 2006.

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July 10, 1998 Cortland First Financial Corporation 65 Main Street Cortland, New York 13045 Ladies and Gentlemen: The undersigned is a director of Oneida Valley Bancshares, Inc. ("OVB") and a director of its subsidiary bank, and is the beneficial...
Cortland First Financial Corp • July 22nd, 1998 • National commercial banks
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EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2004 • Alliance Financial Corp /Ny/ • National commercial banks

AGREEMENT dated January 21, 2004 between ALLIANCE FINANCIAL CORPORATION, having a principal place of business at 120 Madison Street, Syracuse, Onondaga County, New York, the “Employer”, and JOHN H. WATT JR., residing at 42 Monroe Avenue, Pittsford, Monroe County, New York, the “Employee”, as follows:

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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ALLIANCE FINANCIAL CORPORATION AND BRIDGE STREET FINANCIAL, INC. April 23, 2006
Agreement and Plan of Merger • April 24th, 2006 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 23, 2006 by and between Alliance Financial Corporation, a New York corporation (“AFC”), and Bridge Street Financial, Inc., a Delaware corporation (“BSFI”).

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WITNESSETH
CFF Stock Option Agreement • July 22nd, 1998 • Cortland First Financial Corp • National commercial banks • New York
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ALLIANCE BANK, N.A. SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • February 1st, 2010 • Alliance Financial Corp /Ny/ • National commercial banks • New York

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”).

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UNITED STATES DEPARTMENT OF THE TREASURY
Securities Purchase Agreement • May 13th, 2009 • Alliance Financial Corp /Ny/ • National commercial banks

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).

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AMENDMENT ONE TO EMPLOYMENT AGREEMENT DATED APRIL 1, 2003
Employment Agreement • August 6th, 2004 • Alliance Financial Corp /Ny/ • National commercial banks

This Amended Agreement amends that certain Employment Agreement (“Agreement”) dated April 1, 2003 by and between Alliance Bank, N.A. as employer and John W. Wilson as employee.

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FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 21st, 2012 • Alliance Financial Corp /Ny/ • National commercial banks

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”);

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

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;

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WITNESSETH
Ovb Stock Option Agreement • July 22nd, 1998 • Cortland First Financial Corp • National commercial banks • New York
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Contract
Change of Control Agreement             this Agreement • March 18th, 2005 • Alliance Financial Corp /Ny/ • National commercial banks

CHANGE OF CONTROL AGREEMENT THIS AGREEMENT is made as of January 1, 2005 by and between (i) ALLIANCE FINANCIAL CORPORATION, a New York corporation and registered bank holding company (“Corporation”) and ALLIANCE BANK, N.A. a wholly owned subsidiary of the Corporation (“Bank”), having a principal place of business at 120 Madison Street, Syracuse, Onondaga County, New York, (the Corporation and the Bank are referred to collectively in this agreement as the “Employer”), and (ii) CONNIE M. WHITTON currently residing in Manlius, New York “(Executive”). WITNESSETH: WHEREAS, The Board of Directors (the “Board”) of the Employer has approved the Bank entering into a severance agreement with certain key executives to encourage the continued dedication of the Executive to the Bank and to promote the stability of Bank management by providing certain protections for the Executive in the event a change of control occurs with the bank; and WHEREAS, should the Corporation receive any proposal from a t

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EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2005 • Alliance Financial Corp /Ny/ • National commercial banks

THIS AGREEMENT is dated as of October 6, 2005 (“Effective Date”) between ALLIANCE FINANCIAL CORPORATION (“Corporation”), ALLIANCE BANK,N.A. (“Bank”) (collectively “Alliance”) having a principal place of business at 120 Madison Street, Syracuse, New York 13202, and JOHN H. WATT, JR., residing at 42 Monroe Avenue, Pittsford, New York 14534, the (“Executive”).

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OF
Reorganization Agreement • July 22nd, 1998 • Cortland First Financial Corp • National commercial banks • New York
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Contract
Trust Company Agreement and Plan of Merger • March 3rd, 2005 • Alliance Financial Corp /Ny/ • National commercial banks • New York

Exhibit 2.1 TRUST COMPANY AGREEMENT AND PLAN OF MERGER by and between Alliance Bank, N.A. and HSBC Bank USA, N.A. Dated as of August 16, 2004

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December 19, 2008
Securities Purchase Agreement • December 23rd, 2008 • Alliance Financial Corp /Ny/ • National commercial banks

Alliance Financial Corporation (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Participation Agreement”) with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

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AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • February 1st, 2010 • Alliance Financial Corp /Ny/ • National commercial banks • New York

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”).

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ALLIANCE FINANCIAL CORPORATION FORM OF CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 13th, 2009 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This Change of Control Agreement (the “Agreement”) is made and entered into as of January 27, 2009, by and between Alliance Financial Corporation (the “Company”) and (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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Contract
Employment Agreement         agreement • August 13th, 2003 • Alliance Financial Corp /Ny/ • National commercial banks

ALLIANCE BANK, N.A., a banking corporation, having a principal place of business at 120 Madison Street, Syracuse, Onondaga County, New York, the Employer, and

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UNITED STATES DEPARTMENT OF THE TREASURY
Alliance Financial Corp /Ny/ • June 17th, 2009 • National commercial banks • New York

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

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