Voting AgreementVoting Agreement • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
WHEREAS, Chemung Financial Corporation ("CFC"), and Fort Orange Financial Corp. ("FOFC") have entered into an Agreement and Plan of Merger dated as of October 14, 2010 (the "Merger Agreement"), pursuant to which, subject to the terms and conditions set forth therein: (a) FOFC will merge with and into CFC, with CFC surviving the merger (the "Merger"); and (b) shareholders of FOFC will receive Merger Consideration, as defined in the Merger Agreement, from CFC in exchange for each share of FOFC Common Stock outstanding on the Closing Date; and
AGREEMENT AND PLAN OF MERGER DATED AS OF October 14, 2010 BY AND BETWEEN CHEMUNG FINANCIAL CORPORATION AND FORT ORANGE FINANCIAL CORP.Agreement and Plan of Merger • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
VOTING AND NON-COMPETITION AGREEMENTVoting and Non-Competition Agreement • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
WHEREAS, Chemung Financial Corporation ("CFC"), and Fort Orange Financial Corp. ("FOFC") have entered into an Agreement and Plan of Merger dated as of October 14, 2010 (the "Merger Agreement"), pursuant to which, subject to the terms and conditions set forth therein: (a) FOFC will merge with and into CFC, with CFC surviving the merger (the "Merger"); and (b) shareholders of FOFC will receive Merger Consideration, as defined in the Merger Agreement, from CFC in exchange for each share of FOFC Common Stock outstanding on the Closing Date; and
AGREEMENTAgreement • October 20th, 2010 • Chemung Financial Corp • State commercial banks • New York
This AGREEMENT (the "Agreement") is entered into and effective as of October 20, 2010 by and among PETER D. CUREAU, an individual residing at 60 Esopus Drive, Clifton Park, New York 12065 (the "Executive"), CAPITAL BANK & TRUST COMPANY, a banking company organized and existing under the laws of the State of New York (the "Bank"), and FORT ORANGE FINANCIAL CORP., a corporation incorporated under the laws of the State of Delaware (the "Parent"). Bank and Parent both have their principal place of business at 1375 Washington Avenue, Albany, New York 12206 and are sometimes collectively referred to herein as the "Bank Parties".
