Harleysville National Corp Sample Contracts

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GUARANTEE AGREEMENT HARLEYSVILLE NATIONAL CORPORATION Dated as of September 28, 2005
Guarantee Agreement • November 9th, 2005 • Harleysville National Corp • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of September 28, 2005, is executed and delivered by Harleysville National Corporation, a bank holding company incorporated in Pennsylvania (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of HNC Statutory Trust III, a Delaware statutory trust (the “Issuer”).

AMENDED AND RESTATED TRUST AGREEMENT among HARLEYSVILLE NATIONAL CORPORATION, as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative...
Trust Agreement • November 8th, 2007 • Harleysville National Corp • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 22, 2007, among (i) Harleysville National Corporation, a Pennsylvania corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Paul D. Geraghty, an individual, Michael B. High, an individual, and George S. Rapp, an individual, each of whose address is c/o Harleysville National Corporation, 483 Main St., Harleysville, PA 19438, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.

GUARANTEE AGREEMENT between HARLEYSVILLE NATIONAL CORPORATION, As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of August 22, 2007 HNC STATUTORY TRUST IV
Guarantee Agreement • November 8th, 2007 • Harleysville National Corp • National commercial banks • New York

Guarantee Agreement, dated as of August 22, 2007, executed and delivered by Harleysville National Corporation, a Pennsylvania corporation (the “Guarantor”) having its principal office at 483 Main St., Harleysville, PA 19438, and Wilmington Trust Company, a Delaware banking corporation, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of HNC Statutory Trust IV, a Delaware statutory trust (the “Issuer”).

AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT
Supplemental Executive • March 14th, 2005 • Harleysville National Corp • National commercial banks

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the "Company"), a limited liability company, and Gregg J. Wagner, (the "Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2006 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS AGREEMENT is made as of the 23rd day of June 2006, between HARLEYSVILLE MANAGEMENT SERVICES, LLC (HMS), a corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438; and Lewis C. Cyr (“Executive”), an individual residing at 4605 Ashley Lane, Bethlehem, PA 18017.

EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2008 • Harleysville National Corp • National commercial banks • Pennsylvania

This is a very important legal document, and you should carefully review and understand the terms and effect of this document before signing it. This Agreement is being entered into in exchange for your entering into a termination of an existing Employment Agreement you have with EAST PENN FINANCIAL CORPORATION and EAST PENN BANK (the “Termination Agreement”). Therefore, you should consult with an attorney before signing this Agreement or the Termination Agreement. You have twenty one (21) days from the day of receipt of this document, May 10, 2007, to consider this Agreement and the Termination Agreement. The twenty one (21) days will begin to run on the day after receipt. If you choose to sign this Agreement and the Termination Agreement, you will have an additional seven (7) days following the date of your signature to revoke the Termination Agreement. If you revoke the Termination Agreement within that seven (7) day period, this Agreement and the Termination Agreement shall not bec

Contract
Employment Agreement • August 8th, 2008 • Harleysville National Corp • National commercial banks • Pennsylvania
MERGER AGREEMENT
Merger Agreement • May 21st, 2007 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS MERGER AGREEMENT (“Agreement”) is made and entered into as of May 15, 2007, by and among HARLEYSVILLE NATIONAL CORPORATION, a Pennsylvania corporation (“HNC”), EAST PENN FINANCIAL CORPORATION, a Pennsylvania corporation (“East Penn Financial”), and EAST PENN BANK, a Pennsylvania bank (“Bank”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 5th, 2008 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS AGREEMENT is made as of the 20th day of May 2008, between Harleysville Management Services LLC (“HMS”), a Pennsylvania business corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438, and Donna M. Coughey (“Executive”), an individual residing in Pennsylvania.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 1st, 2005 • Harleysville National Corp • National commercial banks • New Jersey

This STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of June 30, 2005 is made and entered into by and between DAVID R. KOTOK & ASSOCIATES, INC., a New Jersey corporation (“Purchaser”), HARLEYSVILLE NATIONAL CORPORATION, a Pennsylvania corporation (“HNC”), and HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY, a national bank (“Seller”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 11.01.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • July 19th, 2007 • Harleysville National Corp • National commercial banks

This Separation Agreement and Mutual Release (“Agreement”) is made this 15th day of June, 2007, by and between Harleysville Management Services, LLC (“HMS”), on its own behalf and on behalf of Harleysville National Bank and Trust Company (the “Bank”) and Harleysville National Corporation (“HNC”) and John Eisele (“Executive”).

December 4, 2009
Harleysville National Corp • December 7th, 2009 • National commercial banks
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST NIAGARA FINANCIAL GROUP, INC. AND HARLEYSVILLE NATIONAL CORPORATION
Agreement and Plan of Merger • July 28th, 2009 • Harleysville National Corp • National commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of July 26, 2009, by and between First Niagara Financial Group, Inc., a Delaware corporation (“FNFG”), and Harleysville National Corporation, a Pennsylvania corporation (“HNC”).

SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT
Supplemental Executive Retirement Benefit Agreement • August 25th, 2004 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS SUPPLEMENTAL EXECUTIVE BENEFIT AGREEMENT (the “Agreement”) 23rd day of August 2004, between HARLEYSVILLE MANAGEMENT SERVICES, LLC (herein called the "Company") a corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438; and James F. McGowan,Jr. (herein called the "Employee"), an individual residing at 104 Gwynedd Lea Drive, North Wales, Pennsylvania 19454.

COMPLETE SETTLEMENT AGREEMENT AND GENERAL RELEASE READ IT CAREFULLY
Complete Settlement Agreement • December 13th, 2006 • Harleysville National Corp • National commercial banks • Pennsylvania

This Complete Settlement Agreement and General Release ("Agreement") by and between Gregg J. Wagner and Harleysville National Corporation, Harleysville National Bank and Trust Company, Harleysville Management Services, LLC, and each of their subsidiaries and affiliates (collectively “Corporation”) is made this 29th day of November, 2006. In this Agreement, the “Corporation” shall at all times include any and all related entities, corporations, subsidiaries, and affiliates.

JUNIOR SUBORDINATED INDENTURE between HARLEYSVILLE NATIONAL CORPORATION and WILMINGTON TRUST COMPANY, as Trustee _____________________ Dated as of August 22, 2007 _____________________
Determination of Libor • November 8th, 2007 • Harleysville National Corp • National commercial banks • New York

Junior Subordinated Indenture, dated as of August 22, 2007, between Harleysville National Corporation, a Pennsylvania corporation (the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the “Trustee”).

AGREEMENT AND PLAN OF MERGER HARLEYSVILLE NATIONAL CORPORATION, HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY AND MILLENNIUM BANK October 15, 2003
Employment Agreement • November 14th, 2003 • Harleysville National Corp • National commercial banks • Pennsylvania

This Agreement and Plan of Merger (the “Agreement”) dated as of October 15, 2003, by and among Harleysville National Corporation , a Pennsylvania business corporation and registered bank holding company having its principal office in Harleysville, Pennsylvania (“HNC”), Harleysville National Bank and Trust Company (“HNB”), a national banking association and wholly-owned subsidiary of HNC, and Millennium Bank , a Pennsylvania chartered bank and trust company, having its principal office in Malvern, Pennsylvania (“Millennium”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 16th, 2004 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS AGREEMENT ("Agreement") is made as of January 1, 2005, between HARLEYSVILLE MANAGEMENT SERVICES, LLC ("HMS"), a corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438; and GREGG J. WAGNER ("Executive"), an individual residing at 1024 Red Tail Road, Audubon, Pennsylvania 19403.

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SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT
Supplemental Executive Retirement Benefit Agreement • May 10th, 2004 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS SUPPLEMENTAL EXECUTIVE BENEFIT AGREEMENT (the “Agreement”) 23rd day of February 2004, between HARLEYSVILLE MANAGEMENT SERVICES, LLC (herein called the "Company") a corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438; and MICHAEL B. HIGH (herein called the "Employee"), an individual residing at 360 Colonial Avenue, Collegeville, Pennsylvania 19426.

EXHIBIT 2(b) FORM OF SUPPORT AGREEMENT
Harleysville National Corp • December 14th, 1995 • National commercial banks
COMPLETE SETTLEMENT AGREEMENT AND GENERAL RELEASE READ IT CAREFULLY
Complete Settlement Agreement • October 23rd, 2008 • Harleysville National Corp • National commercial banks • Pennsylvania
AGREEMENT FOR PURCHASE AND SALE OF PARTNERSHIP INTERESTS
Agreement for Purchase and Sale of Partnership Interests • March 14th, 2008 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS AGREEMENT (“Agreement”) is made this 27th day of December, 2007 (the “Effective Date”), by and among each of the applicable entities listed on Schedule I hereto (separately or collectively, as the context may require (“Buyer”) which term shall be deemed to include its or their successors and assigns), 2007 PA HOLDINGS, LLC (“HNB”) and PA BRANCH HOLDINGS, LLC (“Bank Branch”) (HNB and Bank Branch are referred to herein collectively as “Seller”.

COMPLETE SETTLEMENT AGREEMENT AND GENERAL RELEASE READ IT CAREFULLY
Complete Settlement Agreement • June 22nd, 2004 • Harleysville National Corp • National commercial banks • Pennsylvania

This is a very important legal document, and you should carefully review and understand the terms and effect of this document before signing it. By signing this Complete Settlement Agreement and General Release ("Agreement"), you are agreeing to completely release the Harleysville National Corporation (Corporation) and Harleysville National Bank and Trust Company (Bank) and others from all liability to you. Therefore, you should consult with an attorney before signing the Agreement. You have twenty-one (21) days from the date of the distribution of this document to consider the Agreement. If you choose to sign the Agreement, you will have an additional seven (7) days following the date of your signature to revoke the Agreement, and the Agreement shall not become effective or enforceable until the revocation period has expired.

BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT Between FIRST NATIONAL COMMUNITY BANK as Buyer and HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY as Seller July 26, 2006
Branch Purchase and Deposit Assumption Agreement • November 8th, 2006 • Harleysville National Corp • National commercial banks • Pennsylvania

MADE as of and effective this 26th day of July, 2006 by and between FIRST NATIONAL COMMUNITY BANK, a national bank organized under the laws of the United States and having its principal office at 102 East Drinker Street, Dunmore, Pennsylvania 18512 (“Buyer”), and HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY, a national bank organized under the laws of the United States of America and having its principal office at 438 Main Street, Harleysville, Pennsylvania 19438 (“Seller”).

CONSULTING AGREEMENT AND GENERAL RELEASE
Consulting Agreement and General Release • November 16th, 2004 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS AGREEMENT is made as of the 12th day of November, 2004, between HARLEYSVILLE NATIONAL CORPORATION ("HNC"), a Pennsylvania business corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438, THE HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY ("Bank") a national banking association having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438, and WALTER E. DALLER, JR. ("Daller"), an individual residing at 719 Clayhor Avenue, Collegeville, Pennsylvania 19426.

AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT
Supplemental Executive • March 14th, 2005 • Harleysville National Corp • National commercial banks

THIS AMENDMENT is made on this 14th day of March, 2005 by and among HARLEYSVILLE MANAGEMENT SERVICES, LLC (the “Company”), a limited liability company, and WALTER E. DALLER, JR. (the “Employee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2009 • Harleysville National Corp • National commercial banks
PURCHASE AGREEMENT BY AND AMONG HARLEYSVILLE NATIONAL BANK AND TRUST COMPANY, CORNERSTONE FINANCIAL CONSULTANTS, LTD., CORNERSTONE INSTITUTIONAL INVESTORS, INC., CORNERSTONE ADVISORS ASSET MANAGEMENT, INC., CORNERSTONE MANAGEMENT RESOURCES, INC., JOHN...
Purchase Agreement • March 15th, 2006 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS PURCHASE AGREEMENT (together with the Disclosure Schedule (as hereinafter defined) and all of the Exhibits hereto, this “Agreement”), is made and entered into as of this 15th day of November, 2005, by and among Harleysville National Bank and Trust Company, a national banking association, or its designee(s) (“Purchaser”), Cornerstone Financial Consultants, Ltd., a Pennsylvania corporation (“CFC”), Cornerstone Institutional Investors, Inc., a Pennsylvania corporation (“CII”), Cornerstone Advisors Asset Management, Inc., a Pennsylvania corporation (“CAAM”), Cornerstone Management Resources, Inc., a Pennsylvania corporation (“CMR,” and together with CFC, CII and CAAM, “Cornerstone”), John R. Yaissle, an individual with an address at 4221 Ravenswood Road, Allentown, PA 18103 (“Yaissle”), Malcolm L. Cowen, II, an individual with an address at 2801 Main St EXT, Bethlehem, PA 18107 (“Cowen”), and Thomas J. Scalici, an individual with an address at 221 North 28th Street, Allentown, PA 1810

SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT
Supplemental Executive Retirement Benefit Agreement • September 29th, 2004 • Harleysville National Corp • National commercial banks • Pennsylvania

THIS SUPPLEMENTAL EXECUTIVE BENEFIT AGREEMENT (the "Agreement") dated as of September, 27, 2004, between HARLEYSVILLE MANAGEMENT SERVICES, LLC (herein called the "Company"), a corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438; and JOHN EISELE (herein called the "Employee"), an individual residing at 317 Rock Ridge Court, Franklin Lakes, NJ. 07417.

INVESTMENT AGREEMENT
Investment Agreement • December 14th, 1995 • Harleysville National Corp • National commercial banks • Pennsylvania
PLEDGE SECURITY AGREEMENT
Pledge Security Agreement • December 7th, 2009 • Harleysville National Corp • National commercial banks • New York
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