GUARANTEE AGREEMENT by and between ARROW FINANCIAL CORPORATION and Dated as of July 23, 2003 GUARANTEE AGREEMENTGuarantee Agreement • November 14th, 2003 • Arrow Financial Corp • National commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of July 23, 2003, is executed and delivered by Arrow Financial Corporation, a New York corporation (the “Guarantor”), and U.S. Bank National Association, a national banking association, organized under the laws of the United States of America, 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 Arrow Capital Statutory Trust II, a Connecticut statutory trust (the “Issuer”).
ContractJunior Subordinated Indenture • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
JUNIOR SUBORDINATED INDENTURE between ARROW FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY, as Trustee _____________________ Dated as of December 28, 2004 _____________________
Glens Falls National Bank and Trust Company 250 Glen Street P.O. Box 307 Glens Falls, New York 128001-9989 (518) 793-4121 Thomas L. Hoy PresidentPurchase and Assumption Agreement • July 9th, 1997 • Arrow Financial Corp • National commercial banks
Mr. Matthew A. Kerin Senior Vice President Corporation Strategy & Development Fleet Corporate Administration 777 Main Street Hartford, CT 06115
AMENDED AND RESTATED TRUST AGREEMENT among ARROW FINANCIAL CORPORATION, as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees...Trust Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 28, 2004, among (i) Arrow Financial Corporation, a New York 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) Thomas L. Hoy, an individual, John J. Murphy, an individual, and Jeffrey S. Spaulding, an individual, each of whose address is c/o Arrow Financial Corporation, 250 Glen Street, Glens Falls, New York 12801 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.
SHAREHOLDER PROTECTION RIGHTS AGREEMENT Dated as of May 1, 1997Shareholder Protection Rights Agreement • May 16th, 1997 • Arrow Financial Corp • National commercial banks • New York
GUARANTEE AGREEMENT between ARROW FINANCIAL CORPORATION, As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of December 28, 2004 ARROW CAPITAL STATUTORY TRUST IIIGuarantee Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is executed as of July 18, 2023 (“Agreement”) among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at...Employment Agreement • July 21st, 2023 • Arrow Financial Corp • National commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2007 • Arrow Financial Corp • National commercial banks • New York
AGREEMENT made as of the 1st day of January, 2008, (“Agreement”) among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 ("Arrow"), its wholly-owned subsidiary, GLENS FALLS NATIONAL BANK AND TRUST COMPANY, a national banking association with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 (the "Bank"), and THOMAS L. HOY, residing at 25 Pershing Road, Queensbury, New York 12804 (the "Executive").
ARTICLE 1Stock Purchase Agreement • March 14th, 1996 • Arrow Financial Corp • State commercial banks • Vermont
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2011 • Arrow Financial Corp • National commercial banks • New York
EMPLOYMENT AGREEMENT executed as of this 29th day of June, 2011 (“Agreement”) among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 ("Arrow"), its wholly-owned subsidiary, GLENS FALLS NATIONAL BANK AND TRUST COMPANY, a national banking association with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 (the "Bank"), and THOMAS J. MURPHY, residing at 186 Hudson Pointe Blvd., Queensbury, New York 12804 (the "Executive"). The effective date of this Agreement (the “Effective Date”) shall be July 1, 2011. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Paragraph 11 of this Agreement.
PLACEMENT AGREEMENT AMONG ARROW FINANCIAL CORPORATION, ARROW CAPITAL STATUTORY TRUST III AND SUNTRUST CAPITAL MARKETS, INC. ________________ Dated as of December 28, 2004 ________________Placement Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • Delaware
Arrow Financial Corporation, a New York corporation (the “Company”), and its financing subsidiary, Arrow Capital Statutory Trust III, a Delaware statutory trust (the “Trust,” and hereinafter together with the Company, the “Offerors”), hereby confirm their agreement (this “Agreement”) with you as placement agent (the “Placement Agent”), as follows:
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • March 6th, 2009 • Arrow Financial Corp • National commercial banks • New York
THIS AMENDED AND RESTATED CONSULTING AGREEMENT, made and entered into as of the 29th day of December, 2008 (the “Agreement”), by and between Arrow Financial Corporation, a New York corporation (“AFC,” together with its subsidiaries and affiliates, the “Company”), and John J. Murphy (“Adviser”).
CONSULTING AGREEMENTConsulting Agreement • March 10th, 2016 • Arrow Financial Corp • National commercial banks • New York
THIS CONSULTING AGREEMENT, made and entered into as of the 1st day of January, 2016 (the “Agreement”), by and between ARROW FINANCIAL CORPORATION, a New York corporation (“AFC,” together with its subsidiaries and affiliates, the “Company”), and THOMAS L. HOY, residing at 25 Pershing Road, Queensbury, New York 12804 (“Adviser”).
Certificate No. RS _____ (Contracted Employee Award) ARROW FINANCIAL CORPORATION 2022 Long-Term Incentive Plan RESTRICTED STOCK AWARD AGREEMENT (Contracted Employee) _________________________________________________________ ___________________________...Restricted Stock Award Agreement • August 8th, 2024 • Arrow Financial Corp • National commercial banks
Arrow Financial Corporation Restricted Stock Unit AgreementRestricted Stock Unit Agreement • March 8th, 2019 • Arrow Financial Corp • National commercial banks • New York
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of January 30, 2019 (the “Grant Date”) by and between Arrow Financial Corporation, a New York corporation (the “Company”) and Thomas J. Murphy (the “Grantee”).
EMPLOYMENT AGREEMENT AGREEMENT made as of the 26th day of November, 1997, among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 ("Arrow"), its wholly- owned...Employment Agreement • March 27th, 1998 • Arrow Financial Corp • National commercial banks • New York
December 17, 1999 Gerard R. Bilodeau Glens Falls National Bank & Trust Company Dear Gerry: We hereby agree with you that, if there is a "change in control" of Arrow and you are not offered a position with the surviving or resulting company at a base...Change in Control Agreement • March 23rd, 2000 • Arrow Financial Corp • National commercial banks
We hereby agree with you that, if there is a "change in control" of Arrow and you are not offered a position with the surviving or resulting company at a base salary at least equal to your base salary immediately prior to the change in control (your "Base Salary") or if you are offered a position which requires you to relocate more than 50 miles, you will be entitled to receive, upon termination of your employment, a lump sum payment in cash equal to two years' Base Salary, plus continuing coverage for two years after the termination of your employment, under Arrow's group medical, dental and term life insurance arrangements that are in effect at the time of such "change in control", including any cost-sharing arrangements. A "change in control" of Arrow is described on Exhibit A attached to this letter.
Exhibit 2.1 PURCHASE AND ASSUMPTION AGREEMENT between ARROW FINANCIAL CORPORATION, ARROW VERMONT CORPORATION, GREEN MOUNTAIN BANK and ALBANK, FSB dated as of February 26, 1996 TABLE OF CONTENTS 1. DEFINITIONS. 2. TERMS OF PURCHASE. (a) Purchase and...Purchase and Assumption Agreement • March 14th, 1996 • Arrow Financial Corp • State commercial banks • New York
Exhibit 2.1 PURCHASE AND ASSUMPTION AGREEMENT between FLEET BANK and GLENS FALLS NATIONAL BANK AND TRUST COMPANY Dated as of March 21, 1997 TABLE OF CONTENTSPurchase and Assumption Agreement • July 9th, 1997 • Arrow Financial Corp • National commercial banks • New York
AMENDMENT TO THE SERVICING PURCHASE AGREEMENT This AMENDMENT, dated as of September 25, 1996 (this "Amendment"), between Arrow Financial Corporation ("AFC"), Arrow Vermont Corporation ("AVC"), and Green Mountain Bank ("GMB") (collectively, the...Servicing Purchase Agreement • October 11th, 1996 • Arrow Financial Corp • National commercial banks • New York
AGREEMENT AND PLAN OF REORGANIZATION dated as of November 22, 2004Agreement and Plan of Reorganization • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into as of the 29th day of November, 2004, between Arrow Financial Corporation, Glens Falls, New York, a registered bank holding company ("AFC"), and its wholly-owned subsidiaries, Glens Falls National Bank and Trust Company, a national association ("GFN "), and Capital Financial Group, a New York corporation ("Capital"), as party of the first part (collectively, AFC, GFN, Capital and any other affiliated entities of AFC are sometimes referred to as the "Company"), and John Weber, an individual ("Employee"), as party of the second part.
EXECUTIVE SEPARATION AGREEMENT AND RELEASEExecutive Separation Agreement • November 7th, 2017 • Arrow Financial Corp • National commercial banks • New York
THIS EXECUTIVE SEPARATION AGREEMENT AND RELEASE (this “Agreement”), by and between Arrow Financial Corporation, a New York corporation and its subsidiaries (together with its subsidiaries, “Employer”), and Terry R. Goodemote (“Executive”), is entered into and effective as of this 17 day of October, 2017.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 8th, 2006 • Arrow Financial Corp • National commercial banks
This MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into this 17TH day of October, 2006 (“Effective Date”) by and between Arrow Financial Corporation, a New York corporation (“Arrow”) and John J. Murphy, Executive Vice President and Chief Financial Officer of Arrow (“Executive”) (collectively, the “Parties”).
Exhibit 99 Exhibit 99.3 April __, 2000 FORM OF EXCHANGE AGENT AGREEMENT The Chase Manhattan Bank 450 West 33rd Street 15th Floor New York, New York 10001 Ladies and Gentlemen: Arrow Financial Corporation (the "Company") and Arrow Capital Trust I (the...Exchange Agent Agreement • April 18th, 2000 • Arrow Financial Corp • National commercial banks
Exhibit 4 Exhibit 4.8 FORM OF SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT Arrow Financial Corporation Dated as of _______ __, 2000 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 SECTION 1.1 Definitions. 2 ARTICLE II TRUST INDENTURE ACT 5 SECTION 2.1...Series B Capital Securities Guarantee Agreement • April 18th, 2000 • Arrow Financial Corp • National commercial banks • New York
December 17, 1999 John C. Van Leeuwen Glens Falls National Bank & Trust Company Dear Jack: We hereby agree with you that, if there is a "change in control" of Arrow and you are not offered a position with the surviving or resulting company at a base...Change in Control Agreement • March 23rd, 2000 • Arrow Financial Corp • National commercial banks
We hereby agree with you that, if there is a "change in control" of Arrow and you are not offered a position with the surviving or resulting company at a base salary at least equal to your base salary immediately prior to the change in control (your "Base Salary") or if you are offered a position which requires you to relocate more than 50 miles, you will be entitled to receive, upon termination of your employment, a lump sum payment in cash equal to two years' Base Salary, plus continuing coverage for two years after the termination of your employment, under Arrow's group medical, dental and term life insurance arrangements that are in effect at the time of such "change in control", including any cost-sharing arrangements. A "change in control" of Arrow is described on Exhibit A attached to this letter.
EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of January, 2000, ("Agreement") among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 ("Arrow"), its...Employment Agreement • March 23rd, 2000 • Arrow Financial Corp • National commercial banks • New York
AMENDMENT TO THE PURCHASE AND ASSUMPTION AGREEMENT This AMENDMENT, dated as of September 25, 1996 (this "Amendment"), between Arrow Financial Corporation ("AFC"), Arrow Vermont Corporation ("AVC"), and Green Mountain Bank ("GMB") (collectively, the...Purchase and Assumption Agreement • October 11th, 1996 • Arrow Financial Corp • National commercial banks • New York
PROFESSIONAL SERVICES AGREEMENTProfessional Services • October 6th, 2022 • Arrow Financial Corp • National commercial banks • New York
This PROFESSIONAL SERVICES AGREEMENT is made and entered into as of the 1st day of October, 2022 (the “Agreement”), by and between Arrow Financial Corporation, a New York corporation (“AFC”) and Edward J. Campanella (the “Professional”).
AGREEMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this 14th day of April, 1999, by and between Arrow Financial Corporation, a New York corporation (the "Company"), and Michael F. Massiano ("Massiano"). RECITALS A. On...Consulting Agreement • March 23rd, 2000 • Arrow Financial Corp • National commercial banks
EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of January, 2000, ("Agreement") among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 ("Arrow"), its...Employment Agreement • March 23rd, 2000 • Arrow Financial Corp • National commercial banks • New York
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is executed as of February 1, 2024 ("Agreement") among ARROW FINANCIAL CORPORATION, a New York corporation with its principal place of business at 250 Glen Street, Glens Falls, New York 12801 ("Arrow"),...Employment Agreement • March 11th, 2024 • Arrow Financial Corp • National commercial banks • New York
Exhibit 4 Exhibit 4.4 DECLARATION OF TRUST OF ARROW CAPITAL TRUST I THIS DECLARATION OF TRUST is made as of November 19, 1999 (this "Trust Agreement"), by and between Arrow Financial Corporation, a New York corporation, as sponsor (the "Sponsor"), and...Trust Agreement • April 18th, 2000 • Arrow Financial Corp • National commercial banks • Delaware
POST-CLOSING PAYMENT AGREEMENTPost-Closing Payment Agreement • March 14th, 2005 • Arrow Financial Corp • National commercial banks • New York
POST-CLOSING PAYMENT AGREEMENT, dated as of November 22, 2004 (this "Agreement"), by and among GLENS FALLS NATIONAL BANK AND TRUST COMPANY, a national bank headquartered in Glens Falls, New York ("GFN"); 429 SARATOGA ROAD CORPORATION, a New York corporation and wholly owned subsidiary of GFN ("Newco"); CAPITAL FINANCIAL GROUP, INC., a New York corporation ("Capital"); ARROW FINANCIAL CORPORATION, a New York corporation and parent holding company for GFN ("AFC"); and JOHN WEBER, the beneficial owner of all of the outstanding shares of capital stock of Capital ("Stockholder").
