0001169232-06-003878 Sample Contracts

GUARANTEE AGREEMENT by and between ALLIANCE FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of September 21, 2006
Guarantee Agreement • September 26th, 2006 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 21, 2006, is executed and delivered by Alliance Financial Corporation, a New York corporation (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 Alliance Financial Capital Trust II, a Delaware statutory trust (the “Issuer”).

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