0001387131-12-002538 Sample Contracts

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 9th, 2012 • Tompkins Financial Corp • State commercial banks

This First Amendment is made as of July 31, 2012 by and among Tompkins Financial Corporation, a New York corporation (“Tompkins”), TMP Mergeco. Inc., a New York corporation (“Merger Sub”), TMP Mergeco. I LLC, a New York limited liability company (“LLC”) and VIST Financial Corp., a Pennsylvania corporation (“VIST”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement, as that term is defined below.

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