Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) If the employment of any full-time employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c). (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full It is the intention of Buyer that within a reasonable period of time following the Effective Time (i) it will provide former full time employees of Cohoes and its Subsidiaries Seller or Seller Bank who remain employed after by Buyer or Buyer Bank following the Effective Time will be eligible to participate in with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of the Surviving Corporation and its Subsidiaries that are generally available to their full-time Buyer, (ii) any such employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with will receive credit for years of service with Cohoes and Seller or any of its Subsidiaries prior to the Effective Time for the purpose of determining eligibility for participation, and vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan allocation of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to employer contributions) and (and accrual of benefits, to the extent applicable, if any, underiii) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries Buyer shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health planany Seller Employee Plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) If To the extent that Buyer or a Buyer Subsidiary terminates the employment of any full-time Seller or Seller Bank employee of Cohoes(other than those employees who receive payments pursuant to Section 5.11(c) or (d) hereof), Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause Cause, within six months following the Effective Time, the Surviving Corporation Buyer shall, or its applicable shall cause a Buyer Subsidiary shall to, provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen eight years) at CohoesSeller, Hudson or Buyer and any Subsidiary of their respective Subsidiaries; either, provided, hoxxxxx however that in no event shall the Surviving Corporation Buyer or any of its applicable Subsidiaries a Buyer Subsidiary have any obligation to provide severance benefits to any such full-time Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan the Bank Officer Severance Compensation Plan or an individual contract with Seller or the provisions of Section 6.11(c)Seller Bank. (c) The Surviving Corporation Buyer agrees to honor each of the terms of all Previously Disclosed employment, consulting, severance and termination employment agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary agreements, Seller Change of Control Benefit Plan, Seller Bank Officer Severance Compensation Plan and is employed at Seller Bank SERP listed on Disclosure Schedule 5.11(c) hereto, provided that Buyer shall be obligated for only such payments and benefits thereunder as are set forth on Disclosure Schedule 5.11(c), subject in all respects to the assumptions and qualifications set forth on such Schedule. In each case, the payment of benefits shall be subject to the receipt by Buyer from such executive of an acknowledgment and a release described in Section 5.11(d) below relating to his agreements and benefits. Buyer agrees that the Corporate Merger shall constitute a "Change in Control" and that the Effective Time shall be offered at the "Date of Termination" as such time terms are defined in the opportunity to receive a new employment agreements and change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporationagreements. (d) In the sole discretion of the Surviving CorporationBuyer or a Buyer Subsidiary, as applicable, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes Seller or its Subsidiaries Seller Bank under any Cohoes Seller Employee Plan, or severance under Section 6.11(b) Plan or under any agreement or arrangement referred to in Section 6.11(cDisclosure Schedule 5.11(c) hereto shall be subject to the recipient's delivery to the Surviving Corporation Buyer or a Buyer Subsidiary, as applicable, of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of CohoesSeller, the Surviving CorporationSeller Bank, Buyer or any Buyer Subsidiary, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Seller Employee Plan, the recipients' employment, agreement Plan or arrangementagreement, as applicable. (e) Prior As of the Effective Time or as soon as practicable thereafter, the loan to the Closing, Cohoes Seller ESOP shall make appropriate amendments to be repaid in full with the Cohoes ESOP, to cash consideration received from Buyer for the extent permitted by law, to permit the Surviving Corporation unallocated shares of Seller Common Stock received by held in the Cohoes Seller ESOP in the amount equal to the Merger Consideration multiplied by the number of unallocated shares of Seller Common Stock held by the Seller ESOP, and any unallocated portion of the consideration remaining after such repayment shall be allocated to the Seller ESOP accounts of the employees of Seller and its Subsidiaries who are participants and beneficiaries (such individuals hereinafter referred to as the "ESOP Participants") as earnings and not as "annual additions," in accordance with the terms of the Seller ESOP as amended. As of the Effective Time, the Seller ESOP shall be terminated. Neither the Buyer nor any Buyer Subsidiary shall become a party to the Seller ESOP within the meaning of Section 13.2 of the Seller ESOP. The current administrator of the Seller ESOP, or another administrator selected by Seller, shall continue to administer the Seller ESOP subsequent to the Effective Time, and the current Trustee of the Seller ESOP, or such other trustee(s) selected by Seller or the administrators, shall continue to be tendered the Trustee subsequent to the Surviving Corporation for redemption and/or cancellation against payment and retirement Effective Time. Buyer agrees not to amend the Seller ESOP subsequent to the Effective Time in any manner that would change or expand the class of persons entitled to receive benefits under the Seller ESOP. Following the receipt of a favorable determination letter from the IRS as to the tax qualified status of the Cohoes Seller ESOP loan by upon its termination under Section 401(a) and 4975(e)(7) of the Surviving Corporation(in Code (the same manner "Final Determination Letter"), distributions of the account balances under the Seller ESOP shall be made to the ESOP Participants. From and after the date hereof, in anticipation of such termination and distribution, Buyer and Seller prior to the Effective Time, and Buyer after the Effective Time, shall use their best efforts to apply for and obtain a favorable Final Determination Letter from the IRS. In the event that Buyer and Seller, prior to the Effective Time, and Buyer after the Effective Time, reasonably determine that the Seller ESOP cannot obtain a favorable Final Determination Letter, or that the amounts held therein cannot be so applied, allocated or distributed without causing the Seller ESOP to lose its qualified status, Seller prior to the Effective Time and Buyer after the Effective Time shall take such action as if such shares they may reasonably determine with respect to the distribution of Surviving Corporation Common Stock received account balances to the ESOP Participants, provided that the assets of the Seller ESOP shall be held or paid solely for the benefit of the ESOP Participants and provided further that in no event shall any portion of the amounts held in the Merger by Seller ESOP revert, directly or indirectly, to Seller or any affiliate thereof, or to Buyer or any affiliate thereof. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the Cohoes Seller ESOP were sold by it in determined as of the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). termination date. (f) At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes Bank 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in effect, provided that Buyer may elect to terminate the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes Bank 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plansmerge it with a tax-qualified plan maintained by Buyer; and provided further, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, that at the request of Hudson terminate the profit sharing plan portion Buyer made within 30 business days of the Cohoes 000(xdate hereof, Seller shall cause the Bank 401(k) Plan to be terminated at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time in accordance with applicable law and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director in a manner that will not result in the imposition of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to any liability or responsibility upon Buyer or any of its Subsidiaries. (g) At the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson the Seller Defined Benefit Plan shall be entitled continued in effect, provided that Buyer may elect to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation terminate the Seller Defined Benefit Plan or merge it with a tax-qualified plan maintained by Buyer; provided that any merger of the Seller Defined Benefit Plan shall not reduce or change any benefits that were vested immediately prior to such merger; and provided further, that at the request of Buyer made within 60 days of the date hereof, Seller shall cause the Seller Defined Benefit Plan to be terminated at or immediately prior to the Effective Time in accordance with applicable law and in a manner that will not result in the imposition of any liability or responsibility upon Buyer or any of its Subsidiaries. Seller agrees to cause its Group Annuity Contract to be amended as Previously Disclosed by Hudsonsoon as practicable after the date hereof, but in no event more than 30 days from the date hereof, to provide that annuity contracts will not be purchased with respect to future retirees under the Seller Defined Benefit Plan, other than as set forth on Disclosure Schedule 5.11(c) hereto. (jh) Prior Xx. Xxxxxxxxx shall have executed and delivered to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so Buyer as to ensure that completion of the Transactions does not result date hereof a Non- Competition Agreement in a change in control under Hudson's change in control severance agreementsthe form of Exhibit E hereto.

Employees and Employee Benefit Plans. (a) Full Except as otherwise provided herein, full time employees of Cohoes Seller and its Subsidiaries Seller Bank who remain employed by Buyer after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries Buyer that are generally available to their its full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries Seller or Seller Bank for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries Buyer where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries Buyer on behalf of continuing full-time employees of Cohoes Seller and its Subsidiaries Seller Bank shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes Seller and its Subsidiaries Seller Bank (i) shall not be entitled to any past service credit for their prior employment for any purposes whatsoever with respect to any post-termination or post-retirement welfare benefits of Buyer; and (ii) shall not be eligible to participate in the Hudson Buyer benefit restoration plan or any qualified plan of Buyer or any of its Subsidiaries (Surviving Corporationother than the 401(k) ESOP plan of Buyer into which the Seller Bank 401(k) plan has been merged) until the plan year begxxxxxx entry date occurring on April 1, 20012003. The Surviving Corporation Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes Seller group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) If To the extent that Buyer terminates the employment of any full-full time employee of Cohoes, Hudson Seller or their respective Subsidiaries is involuntarily termixxxxx Seller Bank other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary shall Buyer shall, provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen eight years) at Cohoes, Hudson Seller or any of their respective SubsidiariesSeller Bank; provided, hoxxxxx however that in no event shall the Surviving Corporation or any of its applicable Subsidiaries Buyer have any obligation to provide severance benefits to any such full-time Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or the provisions of Section 6.11(c)Seller Bank. (c) The Surviving Corporation Buyer agrees to honor the payout terms of all Previously Disclosed employment, consultingchange in control severance, severance deferred compensation and termination supplemental executive retirement agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans . Buyer agrees to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time assume every such agreement which by its terms requires express assumption by a successorsuccessor to Buyer. Such express assumption shall occur without further action by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation Buyer upon the completion of the Corporate Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after On or before the Effective Time, in which case such employee Seller or Seller Bank shall remain entitled payout to receive each director of the severance and other benefits contained in his Seller or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) Seller Bank any amounts deferred under the Surviving CorporationSeller's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporationdirectors' deferred compensation agreements. (d) In the sole discretion of the Surviving Corporation, payments Payments made by it or its Subsidiaries Seller in full and complete satisfaction of obligations of Cohoes Seller or its Subsidiaries Seller Bank under any Cohoes Seller Employee Plan, or severance under Section 6.11(b) Plan or under any agreement or arrangement referred to in Section 6.11(c5.11(b) or (c) shall be subject to the recipient's delivery to the Surviving Corporation Seller or Buyer of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of CohoesSeller, the Surviving CorporationSeller Bank and/or Buyer, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Seller Employee Plan, the recipients' employment, agreement Plan or arrangementagreement, as applicable. (e) As of the Effective Time, the Seller ESOP shall be terminated in accordance with its terms. Prior to the ClosingEffective Time, Cohoes the Seller shall be permitted to make appropriate amendments such changes to the Cohoes ESOP, Seller ESOP as it deems appropriate to carry out the provisions of this subsection and shall file a request for determination with the IRS with respect to the extent permitted by law, to permit termination of the Surviving Corporation Common Stock Seller ESOP. Any cash received by the Cohoes Seller ESOP trustee in connection with the Corporate Merger with respect to the unallocated shares of Seller Common Stock shall be first applied by the Seller ESOP trustee to the full repayment of the Seller ESOP loan. The balance of the cash (if any) received by the Seller ESOP trustee in connection with the Corporate Merger with respect to the unallocated shares of Seller Common Stock shall be allocated to the accounts of all participants in the Merger Seller ESOP who have accounts remaining under the Seller ESOP (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balances of such participants and beneficiaries as they exist as of the Effective Time as earnings, unless otherwise required to be tendered allocated as annual additions subject to the Surviving Corporation for redemption and/or cancellation against payment and retirement limitations of Section 415 of the Cohoes Code. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to termination, the assets of the Seller ESOP loan by shall be distributed to participants and beneficiaries or transferred to an eligible individual retirement account as a participant or beneficiary may direct. Neither Seller nor any Seller Subsidiary shall be entitled to make any contributions to the Surviving Corporation(in Seller ESOP or payments on the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes Seller ESOP loan), except required contributions and payments for calendar year 2001. At no time shall Seller or any Seller Subsidiary make any prepayments on the Seller ESOP loan. (f) At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes Seller Bank 401(k) Plan plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in effect, provided that Buyer may elect to terminate the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes Seller Bank 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan plan or the merged 401(k) Plansmerge it with a tax-qualified plan maintained by Buyer; and provided further, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, that at the request of Hudson terminate Buyer, Seller shall cause the profit sharing Seller Bank 401(k) plan portion of the Cohoes 000(x) Plan to be terminated at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time in accordance with applicable law and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least in a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure manner that completion of the Transactions does will not result in a change in control under Hudson's change in control severance agreementsthe imposition of any liability or responsibility upon Buyer or any of its Subsidiaries.

Employees and Employee Benefit Plans. (a) Full time Each Buyer shall extend offers of employment to those Division Employees whom it desires to hire in its sole discretion (such employees who accept such offers of Cohoes employment are hereinafter referred to as "Rehired Employees"), which offers shall be on terms and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject conditions comparable to the terms and provisions of conditions offered by such benefit plans, with credit for years of service with Cohoes and Buyer to its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time current employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by like position; provided, however, that any such employees after the Effective Time subject to the terms and provisions offer of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries employment shall not be eligible -------- ------- construed to participate limit the ability of such Buyer to terminate any such employee following the Closing Date for any reason. Seller shall terminate the employment of all Rehired Employees immediately prior to the Closing and any cost, expense or liability resulting from, or incurred in connection with, such terminations, other than vacation entitlements, accrued on or prior to the Hudson (Surviving Corporation) ESOP until Closing Date shall be the plan year begxxxxxx April 1, 2001sole responsibility of Seller. The Surviving Corporation appropriate Buyer shall use its best efforts to cause any assume responsibility and all pre-existing condition limitations (to liabilities and obligations for vacation entitlements through the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsClosing Date of Rehired Employees. (b) If the employment Buyers agree that each Rehired Employee shall receive full credit for service with Seller for purposes of any full-time employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to determining such employee's regular salary eligibility for and determining the amount of benefit entitlement for holidays, sick days, vacations, and also for purposes of determining eligibility (including, without limitation, waiting periods under group health plans), vesting and benefits provided under any other employee benefit plan, program, policy or other arrangement covering such employee established, continued or otherwise sponsored by a one-week period (as in effect immediately prior to Buyer or an Affiliate of a Buyer after the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective SubsidiariesClosing Date; provided, hoxxxxx however, that in no event such crediting of service shall not operate to -------- ------- duplicate any benefit or the Surviving Corporation or any funding of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination benefit for any such period of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof service and shall be permitted under the terms applicable plan of any other compensation plan or individual contract or the provisions of Section 6.11(c). (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson Buyer or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving CorporationAffiliate. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time employees Within two days prior to the Closing Date, Seller will deliver to Buyer an updated schedule of Cohoes the information required under Section 5.19(a), which will be current as of such date. From and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation Date and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1earlier of (i) termination of this Agreement or (ii) the Closing, 2001. The Surviving Corporation shall Seller Parties agree to use its best commercially reasonable efforts to cause any and all pre-existing condition limitations (to assist Buyer in retaining the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsservices of Seller’s independent contractors. (b) If the employment of Seller acknowledges that Buyer will not hire any full-time employee of Cohoesthe Business who, Hudson as of the Closing Date, is not actively at work, unless otherwise specifically agreed by Buyer. Seller will remain responsible for, and will timely pay, all accrued but unpaid salaries, wages, bonuses, incentive compensation and vacation and sick pay and all other payroll items (including deferred compensation) in respect of the employees of Seller, through the Closing Date, and any and all retention, termination, severance, change in control or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following similar compensation or benefits which are or may become payable at any time before or after the Effective Time, the Surviving Corporation or its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination Closing Date arising out of employment occurs due with Seller through the Closing Date. Nothing herein shall obligate Buyer to resignation or discharge employ any employee for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c)specific time period. (c) The Surviving Corporation agrees to honor From and after the terms Closing Date, Seller Parties will remain solely responsible for any and all liabilities in respect of all Previously Disclosed employment, consulting, severance the Seller’s employees and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is beneficiaries and dependents, relating to or arising in connection with or as a party, other xxxx those that are being terminated and/or replaced at result of (i) the Effective Time. Nothing herein is intended to limit employment or the right actual or constructive termination of employment of any such employee by Seller (including in connection with the consummation of the Surviving Corporation transactions contemplated by this Agreement); (ii) costs and expenses incurred by Buyer relating to amend workers’ compensation claims for employees for injuries incurred on or terminate prior to the Closing Date (whether or not reported on or before the Closing Date) including any deductibles payable with respect to such insurance; and (iii) for costs and expenses incurred in respect of employee health and medical benefits arising on or prior to the foregoing Closing Date. Buyer will provide prompt notice of any claim or liability threatened or asserted by or on behalf of an employee that would reasonably be expected to be subject to this Section 7.5(c). Buyer will reasonably cooperate with Seller and Seller’s attorneys and insurance carriers in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every efforts to investigate, defend or resolve such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his claims or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporationliabilities. (d) In Seller agrees that in the sole discretion event any of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits employees are currently authorized to be made employed in the United States only by Seller, it will cooperate with Buyer, and use reasonable efforts to him assist Buyer in obtaining authorization for such employee to be employed by Buyer in the United States. Seller further agrees to take all steps necessary, including the continuation of existing payroll functions with respect to any such employee, to insure that such employee can maintain lawful U.S. immigration status and continue his or her employment with Buyer until such time as Buyer’s application or petition for employment authorization for such employee is in full approved and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicableeffective. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full Former full time employees of Cohoes and its Subsidiaries Seller or Seller Bank who remain employed after the Effective Time by Buyer or Buyer Bank will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees Buyer's employee stock ownership plan on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plansearliest date required by ERISA ("Entry Date"), with credit for years of service with Cohoes and Seller or any of its Subsidiaries for the purpose of determining eligibility for participation, and vesting on and entitlement to vacation time and sick pay after the Entry Date (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan allocation of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration planemployer contributions). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing Former full time employees of Cohoes and its Subsidiaries shall not Seller or Seller Bank who remain employed by Buyer or Buyer Bank will be eligible to participate in the Hudson Buyer's benefit plans, other than the Buyer's employee stock ownership plan, on the earliest date permitted by such plan, with credit for years of service with Seller or any of its Subsidiaries for the purpose of eligibility and vesting (Surviving Corporation) ESOP until but not for the plan year begxxxxxx April 1, 2001purpose of accrual of benefits or allocation of employer contributions). The Surviving Corporation Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health planany Seller Employee Plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) If To the extent that Buyer or a Buyer Subsidiary terminates the employment of any full-time Seller or Seller Bank employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months one year following the Effective Time, the Surviving Corporation Buyer shall, or its applicable shall cause a Buyer Subsidiary shall to, provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen ten years) at CohoesSeller, Hudson or Buyer and any Subsidiary of their respective Subsidiarieseither; provided, hoxxxxx however that in no event shall the Surviving Corporation Buyer or any of its applicable Subsidiaries a Buyer Subsidiary have any obligation to provide severance benefits to any such full-time Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or the provisions of Section 6.11(c)Seller Bank. (c) The Surviving Corporation Buyer agrees to honor cause Buyer Bank to offer employment to Messrs. Xxxx X. Xxxxxxx and Xxxxx X. Xxxx in positions that would allow such individuals to maximize their contributions to Buyer Bank. In the terms of all Previously Disclosed employmentevent, consultinghowever, severance and termination agreementsthat Buyer Bank, severance plansXx. Xxxxxxx, benefit restoration plans, stock option plans, and recognition and retention plans or Xx. Xxxx decide to which Cohoes or Hudson or any of terminate their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at employment relationship prior to the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within date one year after the Effective TimeClosing Date, in which case such terminating employee shall remain entitled receive a lump sum amount equal to receive his then current salary for the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee remainder of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within period which ends one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving CorporationClosing Date. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time Buyer shall offer employment to the employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available listed on Schedule 7.4, at (i) base salaries at least comparable to their full-time employees respective current base salaries as set forth on Schedule 7.4, (ii) a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicablebonus opportunity, if any, underin accordance with Buyer’s staff compensation guidelines, as such guidelines may be amended and in existence from time to time, and (iii) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time with employee benefits that are substantially comparable to those in place for other similar employees of Cohoes Buyer. Seller, Seller Subsidiary and its Subsidiaries each Selling Party shall only relate use its, his or her reasonable best efforts to qualifying compensation earned have all of Seller’s and Seller Subsidiary’s employees to whom Buyer offers employment accept such offers. For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer and service accrual under Buyer’s vacation policy, maternity leave policy and severance policy, if any, employees of Seller and Seller Subsidiary who become employees of Buyer and actually perform services for Buyer on the Closing Date or within four (4) weeks immediately thereafter (the “Transferring Employees”) shall receive service credit for service under employee benefits plans (other than defined benefit pension plans and retiree medical plans) sponsored by such employees after the Effective Time subject Buyer to the terms and provisions of same extent such credit was granted under Seller’s or Seller Subsidiary’s comparable employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (set forth herein to the extent contrary, (i) nothing in this Agreement shall create any obligation on the part of the Buyer to continue the employment of any employee for any period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of its employee benefit plans, or the participation of any of its employees in such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsplans, at any time. (b) If To the employment extent permitted therein and in the applicable insurance contracts, all Transferring Employees shall be covered by Buyer’s medical, prescription drug, dental, vision, life and accidental death and dismemberment plans immediately following the Closing Date. To the extent permitted by the applicable insurance contracts, each Transferring Employee shall receive credit under Buyer’s medical, prescription drug, dental and vision plans for all amounts paid (including co-pays and out of pocket expenses) during the current calendar year under comparable plans maintained by Seller or Seller Subsidiary, including deductible amounts and coinsurance amounts. (c) With respect to each Transferring Employee, Seller or Seller Subsidiary shall retain the obligation and liability for any full-time workers’ compensation or similar workers’ protection claims with respect to any such individual, whether incurred prior to, on or after the Closing Date which are the result of an injury or illness originating prior to the Closing Date. Buyer shall not assume or be obligated to pay, perform or discharge any liability, responsibility or obligation under, with respect to or arising in connection with any employee benefit plan of CohoesSeller, Hudson Seller Subsidiary or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective TimeAffiliates. (d) Subject to applicable Requirements of Laws or Employee Requirements of Laws, the Surviving Corporation or its applicable Seller and Seller Subsidiary shall provide transfer to Buyer on the Closing Date complete copies of the personnel records of Transferring Employees. (e) Buyer shall not have any liabilities or obligations: (i) related to the employees of Seller or Seller Subsidiary who do not become Transferring Employees; (ii) related to Transferring Employees to the extent such liability or obligation arises from any action, event or course of conduct prior to the Closing Date; or (iii) to the extent such liability arises under or relates to any employee benefit plan of Seller or any of its Affiliates. For the avoidance of doubt, Buyer shall not assume, and shall have no responsibility with respect to, any of Seller’s Non-ERISA Plans, Seller’s Compensation Commitments, Seller’s ERISA Plans or any other plans or arrangements maintained by Seller or Seller Subsidiary. (f) Buyer shall not have any responsibility for any severance benefits or termination pay obligations and damages for wrongful dismissal, including obligations arising under the common law, incurred with respect to any period of employment prior to the Closing Date for employees of Seller or any of its Affiliates who do not become Transferring Employees. Buyer shall have no responsibility whatsoever for terminating any of Seller’s Non-ERISA Plans, Seller’s Compensation Commitments, Seller’s ERISA Plans or any other plans or arrangements maintained by Seller or Seller Subsidiary. (g) Seller and Seller Subsidiary shall be responsible for satisfying “continuation coverage” requirements for all “group health plans” under Section 4980B of the Code, Part 6 of Title I of ERISA and comparable state law with respect to each Transferring Employee and each employee of Seller and Seller Subsidiary who does not become a Transferring Employee (and any spouse, dependents or beneficiary of such Transferring Employee or other employee) and with respect to each former employee of Seller and Seller Subsidiary whose employment terminated before the Closing Date and any spouse, dependents or beneficiary of such former employee (each such person entitled to “continuation coverage”, a “COBRA Beneficiary”). To satisfy this obligation, Seller and Seller Subsidiary shall continue to maintain in a cash amount equal to such employee's regular salary for a one-week period (as effect all “group health plans” that are in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c). (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at Closing Date until such time the opportunity as all rights to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing “continuation coverage” for all of his rights COBRA Beneficiaries have ended under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporationapplicable laws. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time During the period beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to all Leased Employees compensation and benefits equal to that which they were receiving immediately prior to the Closing Date (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation Buyer or any of its Subsidiaries where benefits affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are calculated on an actuarial basisnot authorized by Buyer. Buyer shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any qualified or nonequity-qualified defined based compensation plans (excluding the fees of third party administrators under any employee benefit plan or restoration planmaintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Contributions to (and accrual of benefitsNotwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent applicableit is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(b), if anySellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any fees for the leased employee services provided hereunder, under) benefit plans reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the Surviving Corporation accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and its Subsidiaries Sellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees. (b) Effective on behalf of continuing full-time October 1, 2000 (the "Employment Date"), Buyer will offer employment to the employees of Cohoes the Divisions listed on SCHEDULE 8.5 who remain actively employed as Leased Employees immediately prior to the Employment Date. Such Employees who are extended and accept offers of employment from Buyer shall become employees of Buyer as of the Employment Date (the "Continuing Employees"). Buyer in its Subsidiaries shall only relate to qualifying compensation earned by such employees sole discretion may terminate any Continuing Employee at any time after the Effective Time subject Employment Date. (c) Except as specifically set forth herein, Buyer shall not assume any obligations for any employee benefit plan maintained by, or contributed to by, Seller or any Seller Group Member ("Seller Plans") or for any other obligations of Seller or any Seller Group Member with respect to their employees or former employees. Seller will fully provide or pay for all liabilities or obligations to the Continuing Employees arising on or before the Employment Date under any Seller Plans or any other employee benefit arrangements (including, without limitation, insurance, disability and other programs), including all vested benefits accrued under the Seller Plans up to the Employment Date, and for such purposes shall fully vest each Continuing Employee with all benefits accrued for such Continuing Employee under any Seller Plan that is a "pension plan" as defined in Section 3(2) of ERISA through such date. Seller shall provide continuation coverage to each individual who under the terms of Seller's health plan is entitled to continuation rights pursuant to Code Section 4980B or Part 6 of Subtitle I of ERISA. Buyer shall assume obligations for any Continuing Employee's accrued but unused vacation days and provisions sick days and accrued but unpaid regular salary, except to the extent a Continuing Employee becomes entitled to a payment for accrued but unused vacation days or sick days on account of such employee plansContinuing Employee's termination of employment with a Seller. (d) Seller shall bear the cost and expense of any workers' compensation claim asserted and arising out of an injury sustained by any Continuing Employee prior to the Employment Date. (e) Buyer, a successor employer for federal, state and local withholding and employment Taxes, shall assume Seller's responsibilities as predecessor employer for filing all federal, state and local withholding income Tax and employment Tax Returns and to furnish for the 2000 calendar year Forms W-2 and similar forms relating to all Continuing Employees for the calendar year in which the Employment Date occurs that are due after the Employment Date. Notwithstanding anything contained aboveBuyer shall assume such responsibility in accordance with the alternative procedure described in Section 5 of Revenue Procedure 96-60 and, continuing full time employees for the calendar year in which the Employment Date occurs, shall assume Seller's obligations to furnish Forms W-2 to all Continuing Employees. Seller shall comply with all of Cohoes the requirements set forth in such alternative procedure that are imposed on a predecessor employer and its Subsidiaries Buyer shall not comply with all of the requirements set forth in such procedure that are imposed on a successor employer. Seller shall provide information and data to Buyer upon request with respect to the wages of Continuing Employees and related payroll Taxes for the calendar year in which the Employment Date occurs through the last regular wage payment prior to the Employment Date in order for Buyer to file timely and proper Tax Returns and forms for the calendar year in which the Employment Date occurs. (f) As of the Employment Date, Continuing Employees shall be eligible to participate in the Hudson (Surviving Corporation) ESOP until employee benefit plans maintained by Buyer for similarly situated employees. Buyer will take into account service of Continuing Employees on behalf of the Division prior to the Employment Date and treat such service as service with Buyer for purposes of determining such employees' eligibility for holidays, sick days and vacation benefits and for participation and vesting purposes under any other employee benefit plans, programs, policies or arrangements covering such Continuing Employees established, continued or otherwise sponsored by Buyer after the Employment Date. Except as otherwise set forth herein, Buyer may modify or terminate any employee benefit plan, program, policy or arrangement covering Continuing Employees at any time after the Employment Date in accordance with standard business practices. Continuing Employees shall participate in any group health plan year begxxxxxx April 1maintained by Buyer for such employees without any waiting periods, 2001. The Surviving Corporation shall use its best efforts to cause without any evidence of insurability, and all without application of any pre-existing condition limitations (limitations, except to the extent such limitations did not apply to a pre-existing condition applicable under the corresponding Cohoes group health plan) plans sponsored by Seller immediately prior to the Employment Date. Buyer shall count claims arising prior to the Employment Date for purposes of deductibles, out-of-pocket maximums, benefit maximums, and eligibility waiting periods all other similar limitations for calendar year 2000 to the same extent as applicable under its group health Seller's plans to be waived with respect to such participants and their eligible dependents. (b) If the employment of any full-time employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c). (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective TimeEmployment Date. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year As soon as practicable after the Effective TimeEmployment Date, in which case such employee Sellers shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination provide Buyer with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full employment and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred employee benefits data necessary for Buyer to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance comply with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable lawobligations under this SECTION 8.5. (g) Cohoes shallExcept as otherwise provided in SECTION 8.5(c), at Seller shall be responsible for the request costs and consequences associated with the termination of Hudson terminate any employee of a Seller who does not become a Continuing Employee for any reason. In the profit sharing plan portion event any Continuing Employee shall be legally entitled to an amount in the nature of termination benefits or costs as a result of the Cohoes 000(x) Plan at termination of his or prior to her employment with Seller in connection with the Closingtransactions contemplated by this Agreement notwithstanding that such Continuing Employee is not terminated by Buyer or does not resign from Buyer, Seller shall reimburse Buyer for any such benefits or costs paid by Buyer as a result of the termination by Seller. (h) The Surviving Corporation shallNothing in this Agreement, as express or implied, shall confer upon any employee of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson Seller or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each any of its emeritus directors (if suxx xxrector is an emeritus director Affiliates, or any representative of Hudson immediately prior any such employee, any rights or remedies, including any right to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director employment or continued employment for any period of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudsonany nature whatsoever. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time For at least one (1) year following the Closing Date, Parent shall provide or cause to be provided to all employees of Cohoes and its Subsidiaries the Companies who remain employed after the Effective Time will be eligible to participate in benefit plans Closing Date (the “Continuing Employees”) (i) a rate of base salary, wages, bonus opportunity and other cash compensation that is not less favorable than the Surviving Corporation rate of base salary, wages, bonus opportunity and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject other cash compensation paid by the Companies immediately prior to the terms Closing Date, and provisions of such benefit plans(ii) other benefits (excluding, with credit for years of service with Cohoes without limitation, severance, retirement, long-term incentive compensation, retiree medical, and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation provided by Parent and its Subsidiaries on behalf of continuing full-time Affiliates to their employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect generally who are similarly situated to such participants and their eligible dependentsContinuing Employees. (b) If On and after the employment Closing Date, Parent shall ensure, or cause to ensure, that no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any full-time employee of Cohoes, Hudson Continuing Employees or their respective Subsidiaries is involuntarily termixxxxx other than dependents or beneficiaries under any welfare benefit plans in which such Continuing Employees or their dependents or beneficiaries may be eligible to participate, and (ii) provide or cause to be provided that any costs or expenses incurred by Continuing Employees (and their dependents or beneficiaries) up to (and including) the Closing Date shall be taken into account for Cause within six months purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans. (c) With respect to each employee benefit plan, policy or practice, including severance, vacation and paid time off plans, policies or practices (excluding equity compensation), sponsored or maintained by Parent or its Affiliates (including the Companies following the Effective TimeClosing), Parent shall grant, or cause to be granted to, all Continuing Employees from and after the Surviving Corporation or Closing Date credit for all service with the Company and its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately predecessors prior to the Effective TimeClosing Date, to the same extent such credit was provided to such Continuing Employee under a comparable Benefit Plan prior to the Closing, for purposes of eligibility to participate, but excluding benefit accrual, vesting credit, eligibility to commence benefits, and severance under any defined benefit pension plan and any such credit that would result in a duplication of benefits. (d) multiplied by The provisions of this Section 7.10 are for the total number sole benefit of whole years the Parties and nothing herein, express or implied, is intended or shall be construed to (i) constitute the establishment or adoption of such employee's full-time employment or an amendment to any employee benefit plan for purposes of ERISA or otherwise be treated as an amendment or modification of any Benefit Plan or other compensation or benefit plan, agreement or arrangement, (up to a maximum ii) limit the right of thirteen years) at Cohoesany Company, Hudson Parent or any of their respective Subsidiaries; providedAffiliates to amend, hoxxxxx that in no event shall the Surviving Corporation terminate or otherwise modify any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination of employment occurs due to resignation Benefit Plan or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c). (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employmentplan, agreement or arrangement, as applicable. (eiii) Prior prevent or restrict in any way the right of Parent or any of its Affiliates to terminate, reassign, promote or demote any Continuing Employee after the Closing or to change the title, powers, duties, responsibilities, functions, locations or terms and conditions of employment of any Continuing Employees, or (iv) confer upon or give any person, other than the Parties and their respective permitted successors and assigns, any legal or equitable third-party beneficiary or other rights or remedies with respect to the Closingmatters provided for in this Section 7.10, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted under or by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement reason of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares any provision of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Timethis Agreement. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time employees Each employee of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation Company or any of its Subsidiaries where subsidiaries and each former employee of any Company or any of its subsidiaries entitled to any compensation, benefits are calculated on an actuarial basisor other payments arising in connection with such former employee's employment with any Company or any of its subsidiaries shall be referred to as the "Company Employees." Nothing herein expressed or implied by ----------------- this Agreement shall confer upon any Company Employee, including or legal representative thereof, any qualified rights or nonremedies, including, without limitation, any right to employment for any specified period, of any nature or kind whatsoever, under or by reason of this Agreement. Except as otherwise provided by any applicable collective bargaining agreement or other agreement pursuant to which Company Employees participate in a Non-qualified defined benefit plan WMI Plan, the Purchaser will, or restoration plan). Contributions will cause any Company or one of its subsidiaries or the Purchaser's subsidiaries, as applicable, to (provide each Company Employee who is employed by the Purchaser, the Companies or their subsidiaries after the Closing Date with a salary or wage level and accrual of benefitsbonus opportunity, to the extent applicable, if anyand with employee benefits and other terms and conditions of employment that are the same as the benefits and terms and conditions provided to the Purchaser's employees of like position with length of service with the Companies and their subsidiaries, under) up to the Closing Date, to be recognized by the Purchaser for all purposes, including, without limitation, for the purposes of the Purchaser's benefit plans (other than accrual of benefits). From and after the Closing, the Purchaser shall, or shall cause any Company or one of its subsidiaries or one of the Surviving Corporation Purchaser's subsidiaries, as applicable, to honor, pay, perform, and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause satisfy any and all pre-existing condition limitations liabilities, obligations and responsibilities to or in respect of each Company Employee arising under the terms of or in connection with any of Purchaser's benefit plans (which may include any WMI Plans in which, pursuant to the extent such limitations did not apply mutual consent of the Sellers and Purchaser, Company Employees participate during a transition period after the Closing Date) or any Non-WMI Plans and the Waste Management Federal Services, Inc. M&I 401(k) Plan and the Waste Management Federal Services, Inc. 125 Plan in which Company Employees continue to a pre-existing condition participate after the Closing Date (except for any liabilities, obligations or responsibilities for which the Purchaser Indemnitees are entitled to indemnification under Section 7.2.1, taking into consideration the corresponding Cohoes group health plan) deductible and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsthe maximum limitation, as applicable, in Section 7.2.1(c)). (b) If Effective from and after the employment of Closing, except as otherwise provided by any fullapplicable collective bargaining agreement or other agreement pursuant to which Company Employees participate in a Non-time employee of CohoesWMI Plan and the Waste Management Federal Services, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following Inc. M&I 401(k) Plan and the Effective TimeWaste Management Federal Services, Inc. 125 Plan, the Surviving Corporation Purchaser shall cause each Company Employee and his or its applicable Subsidiary her eligible dependents to be eligible to participate immediately in each employee benefit plan maintained by the Purchaser and each other benefit arrangement maintained by the Purchaser for the benefit of similarly situated employees of the Purchaser (which may include any WMI Plans in which, pursuant to the mutual consent of Sellers and Purchaser, Company Employees participate during a transition period after the Closing Date) ("Purchaser's Plans"). In ----------------- connection therewith, the Purchaser shall provide severance benefits cause each of Purchaser's Plans that are health benefit plans to such employee in a cash amount equal to such employeegive credit under Purchaser's regular salary Plans for a one-week period (as in effect immediately the co- payments and deductible expenses of the Company Employees and their eligible dependents incurred prior to the Effective TimeClosing for the plan year in which the Closing occurs under the Purchaser's Plans for similarly situated employees of Purchaser. From and after the Closing, except to the extent accrued on the Closing Balance Sheets, the Sellers shall remain solely responsible for liabilities for contributions payable with respect to periods prior to the Closing Date and claims of the Company Employees and their eligible dependents incurred prior to the Closing Date under all of the WMI Plans which are employee welfare benefit plans (as such term is defined in Section 3(l) multiplied of ERISA), including, but not limited to, those Plans that are severance, health, short- term disability, accident or life insurance plans (but not including the Waste Management Federal Services, Inc. 125 Plan and the Waste Management Inc. Flex Spending Account) and the Purchaser shall be solely responsible for all such liabilities for contributions payable with respect to periods commencing on or after the Closing Date and claims incurred by any Company Employee and his or her eligible dependents on or after the total number Closing Date under any of whole years the Purchaser's Plans (which may include any WMI Plans in which, pursuant to the mutual consent of Sellers and Purchaser, Company Employees participate during a transition period after the Closing Date) or any Non-WMI Plans and the Waste Management Federal Services, Inc. M&I 401(k) Plan and the Waste Management Federal Services, Inc. 125 Plan in which Company Employees continue to participate after the Closing Date. The Purchaser and the Sellers shall cooperate in ensuring that welfare benefit coverage for Company Employees and their eligible dependents prior to the Closing is coordinated with such coverage provided after the Closing. Purchaser agrees to indemnify and hold harmless the Seller Indemnitees from and against any Damages (other than negative claims experience in excess of $100,000 per Transitional Employee, Qualified Beneficiary and each dependent, if any, of such employee's full-time employment Transitional Employee or Qualified Beneficiary) incurred or sustained by Seller Indemnitees as a result of the continuing of such Company Employees in the WMI Plans pursuant to Section 4.9 including without limitation any liability under Section 4980B of the Code or Section 601 through 607 of ERISA (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(cCOBRA). (c) The Surviving Corporation agrees As soon as practicable after the Closing Date, employees of each Company and its subsidiaries who were participants in the Waste Management Retirement Savings Plan (the "Waste Management 401(k) Plan") and who are ---------------------------- actively employed by the Purchaser, the Companies or their subsidiaries after the Closing Date shall commence participation in a tax-deferred savings plan maintained by the Purchaser (the "Purchaser 401(k) Plan"). Prior to honor the terms of all Previously Disclosed employmentClosing --------------------- Date, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right each of the Surviving Corporation Purchaser and the Sellers shall deliver to amend or terminate any the other party a favorable determination letter from the IRS regarding the qualified status of the foregoing in accordance with their termsPurchaser 401(k) Plan or the Waste Management 401(k) Plan, as the case may be. The Surviving Corporation hereby expressly assumes at Within two weeks after the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution signing of this Agreement without any further acxxxx xxxuired by Agreement, the Surviving Corporation upon Seller and the completion of Purchaser shall agree in writing to either (i) transfer assets from the Merger. Each Cohoes employee who is currently Waste Management 401(k) Plan in a party trust to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at trust transfer to the Effective Time shall be offered at such time the opportunity Purchaser 401(k) Plan (Alternative One) or (ii) permit Plan Participants to receive a new change distribution under Section 401(k)(10) of the Code (Alternative Two), (in control severance agreement either case as described below). Under Alternative One, as soon as practicable following the later of (i) the expiration of a 30-day period following the date of filing of any required notices with the IRS by the plan sponsor and the Purchaser, and (ii) the Purchaser's reasonable determination that the transfer of assets will not jeopardize the qualified status of the Purchaser's 401(k) Plan, the Sellers shall cause the transfer from the Surviving Corporation in replacement thereof in Waste Management 401(k) Plan to the same form and with Purchaser 401(k) Plan of the same benefits contained in value of the change in control severance agreements currently in effect at Hudson in consideration full account balances of such employees in cash and employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum loans on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under transfer (which account balances will have been credited with appropriate earnings attributable to the Surviving Corporation's group health insurance plan during period from the one year period after Closing Date to the date of employment termination transfer described herein). Under Alternative Two, the Sellers will permit each employee who is a participant in the Waste Management 401(k) Plan to elect (i) to receive a distribution of the value in his account less the amount of any outstanding loan to such participant under such Plan (such participant's "Account Balance"), (ii) to roll over such --------------- participant's Account Balance to an individual retirement account of such participant or (iii) to roll over such participant's Account Balance (but for purposes of this clause (iii) including the amount of any outstanding loan) in cash and, if applicable, employee loan to the Purchaser 401(k) Plan as soon as practicable after the Closing Date, and the Purchaser shall cause Purchaser 401(k) Plan to accept such transfers. WMI or the Sellers shall make all matching and other contributions with all premiums being paid by respect to such employees that are payable with respect to periods before the Surviving CorporationClosing Date. (d) In With respect to the sole discretion Waste Management Inc. Spending Account ("WMI --- Flex Plan"), WMI or Sellers shall take the reasonable and necessary action to --------- transfer the account balances as of the Surviving Corporation, payments made date of transfer of the participants in such plan who are employees of each Company and its subsidiaries ("Flex Plan --------- Participants") to a plan established by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection Purchaser with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement current third ------------ party administrator of the Cohoes ESOP loan by WMI Flex Plan. Purchaser will reimburse the Surviving Corporation(in Sellers or WMI for the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunderaggregate amount, if any, at advanced by Sellers or WMI under the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) WMI Flex Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) for such Flex Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior Participants to the Closingextent the account balance transferred is not reduced by such amount. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plansParent shall, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) If the employment of any full-time employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable a Subsidiary shall provide thereof to, comply with each severance benefits to such employee agreement set forth in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c). (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right 7.16 of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, Company Disclosure Letter to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP that such agreement remains in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, effect as of the Effective Time, grant stock options provided that, for the avoidance of doubt, after the Closing Parent and/or its Subsidiaries may amend, modify or otherwise alter each such severance agreement in accordance with its terms. (b) On and restricted stock awards after the Closing Date, (i) Parent shall ensure, or cause the Surviving Corporation or a Subsidiary thereof to directors ensure, that no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health, waiting periods or actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any employees of the Company and its Subsidiaries as of immediately prior to the Effective Time who continue employment with Parent and its Subsidiaries (including the emeritus directorSurviving Corporation and its Subsidiaries) following the Effective Time (“Continuing Employees”) or their dependents or beneficiaries under any welfare benefit plans sponsored by Parent and two executive officers of Cohoes as Previously Disclosed by Hudson. its Subsidiaries (i“Parent Plans”) Each person who is a director of Cohoex, Xxdson in which such Continuing Employees or its respective savings bank Subsidiary, immediatexx xxior their dependents or beneficiaries first become eligible to participate after the Effective Time, who does not become an initial director of either except to the Surviving Corporation extent such exclusions, limitations or restrictions would apply under the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior analogous Company Benefit Plan in which any such Continuing Employee was a participant or was eligible to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson participate immediately prior to the Effective Time and no altxxxxxxve arrangements have been made (ii) any costs or expenses incurred by Hudson with Continuing Employees (and their dependents or beneficiaries) up to (and including) the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such director),shall Parent Plans for the plan year in which the Closing Date occurs, except to the extent such costs or expenses would not be entitled taken into account for such purposes under the analogous Company Benefit Plan in which any such Continuing Employee was a participant or was eligible to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent participate immediately prior to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (jc) Prior With respect to each employee benefit plan, policy or practice, including severance, vacation and paid time off plans, policies or practices, sponsored or maintained by Parent or its Affiliates (including the Surviving Corporation following the Closing) in which the Continuing Employees become eligible to participate after the Effective Time, Parent shall grant, or cause to be granted to, all Continuing Employees from and after the Closing Date credit for all service with the Company, its Affiliates and their predecessors prior to the ClosingClosing Date for purposes of eligibility to participate, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant vesting credit, eligibility to Section 2.2(b)(icommence benefits, and benefit accrual, but excluding (i) hereof so as to ensure benefit accrual under any defined benefit pension plan or retiree medical program and (ii) any such credit that completion of the Transactions does not would result in a change duplication of benefits. (d) Nothing contained in control under Hudson's change this Section 7.16 or any other provision of this Agreement, express or implied: (i) shall be construed to establish, amend, or modify any benefit plan, program, agreement or arrangement, including any Company Benefit Plan or any employee benefit plan of Parent or any of its Subsidiaries, (ii) shall alter or limit the ability of any of Parent, the Surviving Corporation, or any of their respective Subsidiaries to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any Person (including for the avoidance of doubt any current or former employee, director, officer or other service provider or any participant in control severance agreementsa Company Benefit Plan or other employee benefit plan, agreement or other arrangement) any right as a third-party beneficiary of this Agreement.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes Seller and its Subsidiaries Seller Bank who remain employed by Buyer after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries Buyer that are generally available to their its full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries Seller or Seller Bank for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries Buyer where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries Buyer on behalf of continuing full-time employees of Cohoes Seller and its Subsidiaries Seller Bank shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes Seller group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) If To the extent that Buyer terminates the employment of any full-full time employee of Cohoes, Hudson Seller or their respective Subsidiaries is involuntarily termixxxxx Seller Bank other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary Buyer shall provide severance benefits to such employee in a cash amount equal to the greater of: (i) such employee's regular salary for a one-one week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen eight years) at Cohoes, Hudson Seller or any Seller Bank; or (ii) the payment for the total number of their respective Subsidiariesunused sick leave days and vacation days credited to such employee as of the Effective Time on the records of the Seller at the employee's regular salary in effect as of the date of termination; provided, hoxxxxx however that in no event shall the Surviving Corporation or any of its applicable Subsidiaries Buyer have any obligation to provide severance benefits in accordance with this Section 5.11(b) to any such full-time Seller or Seller Bank employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract with Seller or the provisions of Section 6.11(c)Seller Bank. (c) The Surviving Corporation Buyer agrees to honor the payout terms of all Previously Disclosed employment, consulting, severance deferred compensation and termination supplemental executive retirement agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans . Buyer agrees to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time assume every such agreement which by its terms requires express assumption by a successorsuccessor to Buyer. Such express assumption shall occur without further action by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation Buyer upon the completion of the Corporate Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving CorporationBuyer, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes Seller or its Subsidiaries Seller Bank under any Cohoes Seller Employee Plan, or severance under Section 6.11(b) Plan or under any agreement or arrangement referred to in Section 6.11(c5.11(b) or (c) shall be subject to the recipient's delivery to the Surviving Corporation Buyer, of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of CohoesSeller, the Surviving CorporationSeller Bank and/or Buyer, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Seller Employee Plan, the recipients' employment, agreement Plan or arrangementagreement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement As of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes Seller ESOP shall terminate be terminated in accordance with its terms based upon terms. Prior to the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. MoreoverEffective Time, the Parties Seller shall be permitted to make all filings such changes to the Seller ESOP as it deems appropriate to carry out the provisions of this subsection and shall file a request for determination with Governmental Entities relating the IRS with respect to the termination of the Cohoes Seller ESOP. Any cash received by the Seller ESOP trustee in connection with the Corporate Merger with respect to facilitate the unallocated shares of Seller Common Stock shall be first applied by the Seller ESOP trustee to the full repayment of the Seller ESOP loan loan. The balance of the cash (if any) received by the Seller ESOP trustee in connection with the Corporate Merger with respect to the unallocated shares of Seller Common Stock shall be allocated to the accounts of all participants in the Seller ESOP who have accounts remaining under the Seller ESOP (whether or not such participants are then actively employed) and beneficiaries according to the distribution terms of benefits the Seller ESOP as earnings, unless otherwise required to be allocated as annual additions subject to the limitations of Section 415 of the Code. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to termination, the assets of the Seller ESOP shall be distributed to participants thereunderand beneficiaries or transferred to an eligible individual retirement account as a participant or beneficiary may direct. Neither Seller nor any Seller Subsidiary shall be entitled to make any contributions to the Seller ESOP or payments on the Seller ESOP loan, if any, at except required contributions and payments for plan year 2004. At no time shall Seller or any Seller Subsidiary make any prepayments on the earliest practicable time after the Effective TimeSeller ESOP loan. (f) At No payments shall be made by Seller or Seller Bank to any time on director, officer or after employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, deferred compensation plan, vacation or leave plan or other compensation or benefits program), upon the Effective Time as determined termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Seller or Seller Bank, except to the extent that such intended payments (i) have been set forth in the Seller Schedules furnished to Buyer at the date of this Agreement, (ii) upon not less than five business days prior written notice to Buyer of such intended payment, (iii) upon delivery of a written acknowledgement and release executed by the Surviving Corporationrecipient satisfactory to Buyer in form and substance, (iv) following the Cohoes 401(kprior review of Buyer and (v)with a certification by Seller or Seller Bank's tax accountant and related work papers that such payment will not result in any payments from Seller or Seller Bank to the recipient that will exceed the amount that is tax deductible to Seller or Seller Bank under Sections 280G and 162(m) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable lawCode. (g) Cohoes shallOn or before April 1, at 2004, Seller or Seller Bank will give such notice that may be required in order for Seller and Seller Bank to withdraw from participation in the request Seller and Seller Bank defined benefit pension plans not later than effective as of Hudson terminate June 30, 2004, and all related notices to participants and governmental agencies thereafter. Seller and Seller Bank shall cooperate with the profit sharing plan portion of Buyer and Buyer Bank in order to merge the Cohoes 000(xSeller Bank 401(k) Plan at or prior to with the ClosingBuyer Bank 401(k) Plan as soon as administratively feasible. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time During the period beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to all Leased Employees compensation and benefits equal to that which they were receiving immediately prior to the Closing Date (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation Buyer or any of its Subsidiaries where benefits affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are calculated on an actuarial basisnot authorized by Buyer. Buyer shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any qualified or nonequity-qualified defined based compensation plans (excluding the fees of third party administrators under any employee benefit plan or restoration planmaintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Contributions to (and accrual of benefitsNotwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent applicableit is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(B), if anySellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any fees for the leased employee services provided hereunder, under) benefit plans reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the Surviving Corporation accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and its Subsidiaries Sellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees. (b) Effective on behalf of continuing full-time October 1, 2000 (the "Employment Date"), Buyer will offer employment to the employees of Cohoes the Divisions listed on SCHEDULE 8.5 who remain actively employed as Leased Employees immediately prior to the Employment Date. Such Employees who are extended and accept offers of employment from Buyer shall become employees of Buyer as of the Employment Date (the "Continuing Employees"). Buyer in its Subsidiaries shall only relate to qualifying compensation earned by such employees sole discretion may terminate any Continuing Employee at any time after the Effective Time subject Employment Date. (c) Except as specifically set forth herein, Buyer shall not assume any obligations for any employee benefit plan maintained by, or contributed to by, Seller or any Seller Group Member ("Seller Plans") or for any other obligations of Seller or any Seller Group Member with respect to their employees or former employees. Seller will fully provide or pay for all liabilities or obligations to the Continuing Employees arising on or before the Employment Date under any Seller Plans or any other employee benefit arrangements (including, without limitation, insurance, disability and other programs), including all vested benefits accrued under the Seller Plans up to the Employment Date, and for such purposes shall fully vest each Continuing Employee with all benefits accrued for such Continuing Employee under any Seller Plan that is a "pension plan" as defined in Section 3(2) of ERISA through such date. Seller shall provide continuation coverage to each individual who under the terms of Seller's health plan is entitled to continuation rights pursuant to Code Section 4980B or Part 6 of Subtitle I of ERISA. Buyer shall assume obligations for any Continuing Employee's accrued but unused vacation days and provisions sick days and accrued but unpaid regular salary, except to the extent a Continuing Employee becomes entitled to a payment for accrued but unused vacation days or sick days on account of such employee plansContinuing Employee's termination of employment with a Seller. (d) Seller shall bear the cost and expense of any workers' compensation claim asserted and arising out of an injury sustained by any Continuing Employee prior to the Employment Date. (e) Buyer, a successor employer for federal, state and local withholding and employment Taxes, shall assume Seller's responsibilities as predecessor employer for filing all federal, state and local withholding income Tax and employment Tax Returns and to furnish for the 2000 calendar year Forms W-2 and similar forms relating to all Continuing Employees for the calendar year in which the Employment Date occurs that are due after the Employment Date. Notwithstanding anything contained aboveBuyer shall assume such responsibility in accordance with the alternative procedure described in Section 5 of Revenue Procedure 96-60 and, continuing full time employees for the calendar year in which the Employment Date occurs, shall assume Seller's obligations to furnish Forms W-2 to all Continuing Employees. Seller shall comply with all of Cohoes the requirements set forth in such alternative procedure that are imposed on a predecessor employer and its Subsidiaries Buyer shall not comply with all of the requirements set forth in such procedure that are imposed on a successor employer. Seller shall provide information and data to Buyer upon request with respect to the wages of Continuing Employees and related payroll Taxes for the calendar year in which the Employment Date occurs through the last regular wage payment prior to the Employment Date in order for Buyer to file timely and proper Tax Returns and forms for the calendar year in which the Employment Date occurs. (f) As of the Employment Date, Continuing Employees shall be eligible to participate in the Hudson (Surviving Corporation) ESOP until employee benefit plans maintained by Buyer for similarly situated employees. Buyer will take into account service of Continuing Employees on behalf of the Division prior to the Employment Date and treat such service as service with Buyer for purposes of determining such employees' eligibility for holidays, sick days and vacation benefits and for participation and vesting purposes under any other employee benefit plans, programs, policies or arrangements covering such Continuing Employees established, continued or otherwise sponsored by Buyer after the Employment Date. Except as otherwise set forth herein, Buyer may modify or terminate any employee benefit plan, program, policy or arrangement covering Continuing Employees at any time after the Employment Date in accordance with standard business practices. Continuing Employees shall participate in any group health plan year begxxxxxx April 1maintained by Buyer for such employees without any waiting periods, 2001. The Surviving Corporation shall use its best efforts to cause without any evidence of insurability, and all without application of any pre-existing condition limitations (limitations, except to the extent such limitations did not apply to a pre-existing condition applicable under the corresponding Cohoes group health plan) plans sponsored by Seller immediately prior to the Employment Date. Buyer shall count claims arising prior to the Employment Date for purposes of deductibles, out-of-pocket maximums, benefit maximums, and eligibility waiting periods all other similar limitations for calendar year 2000 to the same extent as applicable under its group health Seller's plans to be waived with respect to such participants and their eligible dependents. (b) If the employment of any full-time employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c). (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective TimeEmployment Date. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year As soon as practicable after the Effective TimeEmployment Date, in which case such employee Sellers shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination provide Buyer with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full employment and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred employee benefits data necessary for Buyer to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance comply with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable lawobligations under this SECTION 8.5. (g) Cohoes shallExcept as otherwise provided in SECTION 8.5(C), at Seller shall be responsible for the request costs and consequences associated with the termination of Hudson terminate any employee of a Seller who does not become a Continuing Employee for any reason. In the profit sharing plan portion event any Continuing Employee shall be legally entitled to an amount in the nature of termination benefits or costs as a result of the Cohoes 000(x) Plan at termination of his or prior to her employment with Seller in connection with the Closingtransactions contemplated by this Agreement notwithstanding that such Continuing Employee is not terminated by Buyer or does not resign from Buyer, Seller shall reimburse Buyer for any such benefits or costs paid by Buyer as a result of the termination by Seller. (h) The Surviving Corporation shallNothing in this Agreement, as express or implied, shall confer upon any employee of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson Seller or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each any of its emeritus directors (if suxx xxrector is an emeritus director Affiliates, or any representative of Hudson immediately prior any such employee, any rights or remedies, including any right to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director employment or continued employment for any period of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudsonany nature whatsoever. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time employees providing all benefits to Transferred Employees through such first anniversary date, pro rated for periods less than a full year (including, without limitation, administrative charges paid to third Persons but excluding any allocation of Cohoes and its Subsidiaries who remain employed after the Effective Time will overhead or other internal costs of Buyer) shall be eligible at least equal to participate in benefit plans Seller's costs of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of providing such benefit plansbenefits, with credit for years of service with Cohoes and its Subsidiaries projected for the purpose year 1996, to an equal number of determining eligibility for participationemployees which costs are set forth in Schedule 4.8 ("1996 Benefit Costs"), vesting and entitlement (ii) nothing in this Agreement shall require Buyer to vacation time and sick pay (but not for the purpose of accrual provide or restoration of benefits under maintain any Hudson Employee specific Benefit Plan or type of plan or program, including, without limitation, any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration retiree medical plan. In the case of any new plan, program or arrangement, Buyer shall provide that periods of service with Seller and each Affiliate or predecessor of Seller prior to the Closing Date shall be credited for eligibility, vesting and benefits purposes (if applicable and without duplication). Contributions to (To the extent set forth on the Closing Date Balance Sheet, Buyer shall assume the amount of accrued and accrual of benefitsunpaid vacation pay, employee service days, sick days, bonuses, salaries and commissions, and the foregoing shall not be Retained Liabilities to the extent applicableof such accruals. Seller has delivered to Buyer a complete and correct copy of each Employee Benefit Plan referred to on Schedule 4.8 and of Seller's vacation pay, employee service days, sick days, bonus or other incentive compensation plan or policy, together with the most recent summary plan description, if any, under) benefit plans . Seller shall deliver to Buyer a list of the Surviving Corporation and its Subsidiaries name of each employee who was not actively employed on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to Closing Date, together with the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in reasons for the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsabsence. (b) If Effective as of the employment of any full-time employee of CohoesClosing Date, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following the Effective Time, the Surviving Corporation or its applicable Subsidiary Seller shall provide severance benefits to such employee that all benefit accrual of vested participants in a cash amount equal to such employeethe Pension Plans shall cease on the Closing Date. Buyer shall include the Transferred Employees and their beneficiaries in Buyer's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years of such employee's full-time employment (up to a maximum of thirteen years) at Cohoesmedical, Hudson dental or any of health plans upon their respective Subsidiaries; provided, hoxxxxx that in no event shall the Surviving Corporation or any of its applicable Subsidiaries have any obligation to provide severance benefits to any such full-time employee whose termination commencement of employment occurs due with Buyer, and Buyer shall use Commercial efforts to resignation establish plans that waive any preexisting condition limitations for such conditions covered under Seller's medical, dental or discharge for Cause health plans and shall credit any deductible and out-of-pocket expenses incurred by such Transferred Employees and their beneficiaries under Seller's medical, dental or who is entitled to severance benefits or health plans during the equivalent thereof under portion of the terms calendar year preceding their commencement of any other compensation plan or individual contract or the provisions of Section 6.11(c)employment with Buyer. (c) The Surviving Corporation agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution is involuntarily terminated without cause by the Resulting Institution within one year after the Effective Time, in which case such employee shall remain entitled to receive the severance and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporation. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred to in Section 6.11(c) shall be subject to the recipient's delivery to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicable. (e) Prior to After the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan Buyer shall be merged into required to give any notice to employees of Seller which it employs which is required under the Hudson 401(kWorker Adjustment and Restraining Notification ("WARN") Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable lawAct. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed Immediately after the Effective Time will be eligible Closing, Buyer (or an affiliate thereof) shall offer employment to participate substantially all Employees who work in benefit plans the business of the Surviving Corporation and its Subsidiaries Alarm Service Assets other than those listed on the Non-Hired Employees Schedule attached hereto; provided that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such this Section 5.4 shall not entitle any Employee to remain in the employment of Buyer or affect the right of Buyer to terminate any Employee at any time, or to establish, modify or terminate any employee benefit plans, with credit for years plan as defined in Section (3)(3) of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual ERISA or restoration of benefits any benefit under any Hudson such plan at any time (each Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basiswho accepts such offer, including any qualified or non-qualified defined benefit plan or restoration plana "Transferred Employee"). Contributions Buyer and the Seller shall mutually agree on the written announcements provided to (and accrual of benefits, Employees pursuant to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries this Section 5.4. Buyer shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived have no liability whatsoever with respect to such participants and their eligible dependentsany Employee or former employee of the business of the Alarm Service Assets except as expressly provided in this Asset Purchase Agreement. (b) If Each Transferred Employee shall participate in the employment existing employee benefit plans of any full-time employee of Cohoes, Hudson or their respective Subsidiaries is involuntarily termixxxxx other than for Cause within six months following Buyer in accordance with the Effective Time, the Surviving Corporation or its applicable Subsidiary shall provide severance benefits to such employee in a cash amount equal to such employee's regular salary for a one-week period (as in effect immediately prior to the Effective Time) multiplied by the total number of whole years terms of such employee's full-time employment plans if and only if such Transferred Employee is a member of the group of employees to which such plans are extended and such Transferred Employee meets all of the participation requirements of such plans (up including, without limitation, eligibility, service and employee contribution requirements), subject to a maximum of thirteen yearsparagraph (c) at Cohoes, Hudson or any of their respective Subsidiaries; provided, hoxxxxx that in no event below. Buyer shall the Surviving Corporation or not be required to amend any of its applicable Subsidiaries have any obligation employee benefit plans to provide severance benefits for such participation or to change any participation requirement of any such full-time employee whose termination of employment occurs due to resignation or discharge for Cause or who is entitled to severance benefits or the equivalent thereof under the terms of any other compensation plan or individual contract or the provisions of Section 6.11(c)plan. (c) The Surviving Corporation agrees to honor For purposes of each vacation policy of Buyer that on or after the terms of all Previously Disclosed employmentClosing Date covers Transferred Employees, consulting, severance and termination agreements, severance plans, benefit restoration plans, stock option plans, and recognition and retention plans to which Cohoes or Hudson or any of their respective Subsidiaries is a party, other xxxx those that are being terminated and/or replaced at the Effective Time. Nothing herein is intended to limit the right of the Surviving Corporation to amend or terminate any of the foregoing in accordance with their terms. The Surviving Corporation hereby expressly assumes at the Effective Time every such agreement which by its terms requires express assumption by a successor. Such express assumption shall occur by virtue of Hudson's execution of this Agreement without any further acxxxx xxxuired by the Surviving Corporation upon the completion of the Merger. Each Cohoes employee who is currently a party to a change in control severance agreement with Cohoes' savings bank Subsidiary and is employed at the Effective Time shall be offered at such time the opportunity to receive a new change in control severance agreement from the Surviving Corporation in replacement thereof in the same form and with the same benefits contained in the change in control severance agreements currently in effect at Hudson in consideration of such employee waiving, relinquishinx xxx releasing all of his rights under his existing change in control severance agreement with Cohoes' savings bank Subsidiary unless his employment with the Resulting Institution Companies prior to the Closing Date shall be considered as employment with Buyer. With respect to any accrued but unused vacation time to which any Transferred Employee is involuntarily terminated without cause by entitled as of the Resulting Institution within one year Closing Date pursuant to the vacation policy of the Companies applicable to such employee, Buyer shall permit such employee to use such accrued vacation time; provided, however, that if Buyer in its sole discretion deems it necessary to disallow such employee from using such accrued vacation time, Buyer shall pay to such employee the cash equivalent of such unused time. With respect to the Ameritech Medical Benefits Plan ("Buyer's Medical Plan") that on or after the Effective TimeClosing Date covers Transferred Employees, in which case such employee employment with the Companies prior to the Closing Date shall remain entitled to receive be considered as employment with Buyer solely for the severance purposes of the initial participation waiting period and other benefits contained in his or her current change in control severance agreement with Cohoes' savings bank Subsidiary. Any employee of Hudson or its savings bank Subsidiary who currently has a chaxxx xx control severance agreement with Hudson shall, if his or her employment is involuntarily termxxxxxx by the Surviving Corporation or the Resulting Institution without cause within one year after the Effective Time, be entitled to receive benefits equal to one year's base salary in lump sum on the date of employment termination plus continuing health insurance coverage(including spousal and dependant coverage) under the Surviving Corporation's group health insurance plan during the one year period after the date of employment termination with all premiums being paid by the Surviving Corporationpreexisting condition limitation period. (d) In the sole discretion of the Surviving Corporation, payments made by it or its Subsidiaries in full The Seller shall cooperate with Buyer and complete satisfaction of obligations of Cohoes or its Subsidiaries under any Cohoes Employee Plan, or severance under Section 6.11(b) or under any agreement or arrangement referred promptly provide to in Section 6.11(c) shall be subject Buyer such records and data with respect to the recipient's delivery Employees as Buyer may reasonably request for Buyer to the Surviving Corporation of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and satisfy its obligations thereunder of Cohoes, the Surviving Corporation, and each of their respective Subsidiaries, affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Cohoes Employee Plan, the recipients' employment, agreement or arrangement, as applicableunder this Section 5.4. (e) Prior to the Closing, Cohoes shall make appropriate amendments to the Cohoes ESOP, to the extent permitted by law, to permit the Surviving Corporation Common Stock received by the Cohoes ESOP in the Merger to be tendered to the Surviving Corporation for redemption and/or cancellation against payment and retirement of the Cohoes ESOP loan by the Surviving Corporation(in the same manner as if such shares of Surviving Corporation Common Stock received in the Merger by the Cohoes ESOP were sold by it in the open market with the cash proceeds therefrom being utilized to retire the Cohoes ESOP loan). At the Effective Time, the Cohoes ESOP shall terminate in accordance with its terms based upon the Merger constituting a change in control termination therein and the Surviving Corporation shall not take any action to preclude such termination. Moreover, the Parties shall make all filings with Governmental Entities relating to the termination of the Cohoes ESOP to facilitate the repayment of the ESOP loan and the distribution of benefits to participants thereunder, if any, at the earliest practicable time after the Effective Time. (f) At any time on or after the Effective Time as determined by the Surviving Corporation, the Cohoes 401(k) Plan shall be merged into the Hudson 401(k) Plan, with the Hudson 401(k) Plan being the surviving pxxx, all in accordance wxxx xxplicable law, provided the Parties understand and agree that there is no intention on their part for the profit sharing plan portion of the Cohoes 401(k) Plan to be continued in the surviving plan. Cohoes shall take all actions requested by Hudson in order to accomplish the merger of the Cohoes 401(k) Xxxx into the Hudson 401(k) Plan. The Surviving Corporation may at any timx xxxxr the Effective Time modify the Cohoes 401(k) Plan or the merged 401(k) Plans, as the Surviving Corporation in its sole discretion determines necessary or appropriate to accomplish the merger, and to facilitate the ongoing operation of the merged 401(k) Plan, subject to compliance with applicable law. (g) Cohoes shall, at the request of Hudson terminate the profit sharing plan portion of the Cohoes 000(x) Plan at or prior to the Closing. (h) The Surviving Corporation shall, as of the Effective Time, grant stock options and restricted stock awards to directors (including the emeritus director) and two executive officers of Cohoes as Previously Disclosed by Hudson. (i) Each person who is a director of Cohoex, Xxdson or its respective savings bank Subsidiary, immediatexx xxior to the Effective Time, who does not become an initial director of either the Surviving Corporation or the Resulting Institution at the Effective Time, together with Charles Crotty (if he is an emeritus director of Cohoes immediately xxxxx xx the Effective Time) and, at the election of Hudson prior to Closing each of its emeritus directors (if suxx xxrector is an emeritus director of Hudson immediately prior to the Effective Time and no altxxxxxxve arrangements have been made by Hudson with such director),shall be entitled to become xx xxeritus director of the Surviving Corporation at the Effective Time as Previously Disclosed by Hudson. Subsequent to the Effective Time, each of Carl A. Florio and Hxxxx L. Robinson shall be entitled to bexxxx xx xxxxxtus xxxxxxxx xx xxx Xurviving Corporation as Previously Disclosed by Hudson. (j) Prior to the Closing, the Board of Hudson sxxxx approve by at least a 75% vote the directors naxxx xx the Cohoes Board pursuant to Section 2.2(b)(i) hereof so as to ensure that completion of the Transactions does not result in a change in control under Hudson's change in control severance agreements.