0001163345-07-000004 Sample Contracts

AMENDMENT NO. 1 TO TRUST COMPANY AGREEMENT AND PLAN OF MERGER
Trust Company Agreement and Plan of Merger • February 7th, 2007 • Partners Trust Financial Group Inc • National commercial banks

THIS AMENDMENT NO. 1 TO TRUST COMPANY AGREEMENT AND PLAN OF MERGER (the "Amendment") is dated as of the 1st day of February, 2007, and is entered into by and among Partners Trust Financial Group, Inc., a Delaware corporation ("Parent"), Partners Trust Bank, a federal savings association ("Partners Trust"), and Chemung Canal Trust Company, a New York State bank and trust company ("Purchaser"), to be joined by Partners Interim Bank, an interim federal savings association to be formed as a wholly owned subsidiary of Partners Trust ("PIB").

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