Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 5th, 2000 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • Delaware
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of ______________, 1998 by and between HUDSON RIVER BANCORP, INC., a business corporation organized and existing under the laws of the State of...Employment Agreement • March 9th, 1998 • Hudson River Bancorp Inc • New York
15,072,815 Shares (subject to increase up to 17,333,738 shares in the event of an oversubscription) HUDSON RIVER BANCORP, INC. (a Delaware corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • May 1st, 1998 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • New York
FACTSHudson River Bancorp Inc • June 26th, 2000 • Savings institutions, not federally chartered
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of May 17, 1999, between Hudson River Bancorp, Inc., a Delaware corporation ("Grantee"), and SFS Bancorp, Inc., a Delaware corporation ("Issuer"). W I T N E S S E T H: WHEREAS, Grantee and Issuer...Stock Option Agreement • May 25th, 1999 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • Delaware
BETWEENAgreement and Plan of Merger • May 25th, 1999 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • Delaware
RECITALSStandstill Agreement • September 18th, 2001 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 18th, 2001 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • Delaware
Exhibit 10.3 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the "Agreement") is made and entered into as of this ___ day of __________, 1998 (the "Commencement Date"), by and between Hudson River Bank & Trust Company...Change in Control Severance Agreement • March 9th, 1998 • Hudson River Bancorp Inc • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of ______________, 1998 by and between HUDSON RIVER BANK & TRUST COMPANY, a state-chartered savings bank organized and existing under the laws of the...Employment Agreement • March 9th, 1998 • Hudson River Bancorp Inc • New York
law offices Silver, Freedman & Taff, L.L.P. a limited liability partnership including professional corporations 1100 NEW YORK AVENUE, N.W. SIDNEY J. SILVER, P.C. WASHINGTON, D.C. 20005-3934 TELECOPIER NUMBER ROBERT L. FREEDMAN, P.C. (202) 414-6100...Hudson River Bancorp Inc • June 26th, 2000 • Savings institutions, not federally chartered
We have examined (i) the Registration Statement on Form S-4 (the "Registration Statement") filed by Hudson River Bancorp, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and the public offering prospectus (the "Prospectus"), relating to the issuance by the Company of up to 10,395,744 shares of common stock, par value $.01 per share (the "Common Stock"), in the manner set forth in the Registration Statement and the Prospectus, (ii) the Company's Certificate of Incorporation and Bylaws (as amended) and (iii) records of the Company's corporate proceedings relative to the issuance of the Common Stock.
Sincerely, /s/ Ronald S. Riggins --------------------- Ronald S. Riggins PresidentHudson River Bancorp Inc • March 9th, 1998
ANDAgreement and Plan of Merger • April 5th, 2004 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • Delaware
EXHIBIT 10Consulting Agreement • June 28th, 2002 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • New York
ContractAgreement and Plan of Merger • December 1st, 2000 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER by and between HUDSON RIVER BANCORP, INC. HUDSON RIVER BANK & TRUST COMPANY and COHOES BANCORP, INC. Dated November 24, 2000 NEXT PAGE TABLE OF CONTENTS
ContractTermination and Settlement Agreement • October 6th, 2000 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • Delaware
TERMINATION AND SETTLEMENT AGREEMENT This Termination and Settlement Agreement, dated as of September 28, 2000 (this "Agreement"), is between Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes"), and Hudson River Bancorp, Inc., a Delaware corporation ("Hudson River"). RECITALS A. Merger Agreement. Cohoes and Hudson River entered into an Agreement and Plan of Merger, dated as of April 25, 2000 (the "Merger Agreement"), pursuant to which Cohoes was to merge with and into Hudson River (the "Merger"). B. Options. As a condition to entering into the Merger Agreement and in consideration therefor, Cohoes granted to Hudson River an option (the "Cohoes Option") to purchase a number of authorized but unissued shares of Cohoes common stock equal to approximately 19.9% of Cohoes' issued and outstanding common stock, pursuant to a Stock Option Agreement, dated April 25, 2000 (the "Cohoes Option Agreement"), and Hudson River granted to Cohoes an option (the "Hudson River Option" an
ContractStock Option Agreement • October 6th, 2000 • Hudson River Bancorp Inc • Savings institutions, not federally chartered
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT This Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Hudson River Bancorp, Inc. ("Grantee") and Cohoes Bancorp, Inc. ("Issuer") is dated as of September 28, 2000. WITNESSETH: WHEREAS, Grantee and Issuer entered into an Agreement and Plan of Merger on April 25, 2000 ("Merger Agreement"); WHEREAS, as a condition and an inducement to Grantee to enter into the Merger Agreement, Issuer granted to Grantee the Option as set forth in the Stock Option Agreement dated as of April 25, 2000 ("Stock Option Agreement"); WHEREAS, there has occurred an Initial Triggering Event as provided in Section 2 of the Stock Option Agreement in that two other financial institutions have made public announcements of bona fide proposals to engage in an Acquisition Transaction with Issuer; WHEREAS, the parties desire to limit the total value of the Option so as not to unduly prejudice any third party; WHEREAS, G
EXHIBIT 10.11Non-Competition Agreement • June 28th, 2002 • Hudson River Bancorp Inc • Savings institutions, not federally chartered • New York
