0001193125-04-030346 Sample Contracts

ESOP TRUST AGREEMENT BETWEEN RSGROUP TRUST COMPANY AND PARTNERS TRUST FINANCIAL GROUP, INC.
Esop Trust Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • Maine

THIS AGREEMENT OF TRUST (the “Agreement”) made effective as of March 1, 2002, by and between PARTNERS TRUST FINANCIAL GROUP, INC., a federally chartered holding company (the “Company”) and RSGROUP TRUST COMPANY, a trust company incorporated under the laws of the State of Maine (the “Trustee”),

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EMPLOYMENT PROTECTION AGREEMENT
Employment Protection Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This EMPLOYMENT PROTECTION AGREEMENT (the “Agreement”), made as of this 26th day of August, 2003, by and among SBU Bank, a Federally chartered savings bank having its principal place of business in Utica, New York (the “Bank”), Partners Trust Financial Group, Inc., a Federal corporation owning all of the issued and outstanding shares of capital stock of the Bank (“PRTR”) (the Bank and PRTR, collectively, the “Employers”), and Daniel J. O’Toole, an individual residing in Whitesboro, New York (the “Employee”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 23rd day of December, 2003, by and among SBU BANK, a Federally chartered capital stock savings bank having its principal place of business in Utica, New York (the “Bank”), PARTNERS TRUST FINANCIAL GROUP, INC., a Federal corporation owning all of the issued and outstanding shares of capital stock of the Bank (“Partners Trust”) (the Bank and Partners Trust, collectively, the “Employers”), and RANDY J. WILEY, an individual residing in Fayetville, New York (the “Executive”).

BSB Bancorp, Inc.
Partners Trust Financial Group Inc • February 27th, 2004 • National commercial banks

This letter agreement is to confirm the additional agreements, arrangements and understandings relating to the payments that you will become entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between Partners Trust Financial Group, Inc., SBU Bank, Wicked Acquisition Corporation, Partners Trust, MHC and BSB Bancorp, Inc. (the “Company”), dated December 23rd, 2003. The agreements, arrangement and understandings contained herein amend the Change of Control Severance Agreement between you, the Company and BSB Bank and Trust Company, dated as of December 6, 2000 (the “COC Agreement”) and the Target Benefit Supplemental Retirement Benefit Agreement between BSB Bank & Trust Company and the Executive, dated as of October 30, 2003 (the “SERP”). The commitments set forth in this letter agreement are subject to (i) the consummation of the transactions contemplated by the Merger Agreement and (ii) the limitations

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PARTNERS TRUST FINANCIAL GROUP, INC. (a federal corporation) SBU BANK (a federally chartered savings bank) WICKED ACQUISITION CORPORATION (a Delaware corporation) PARTNERS TRUST, MHC (a federally chartered...
Agreement and Plan of Merger • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2003 (this “Agreement”), is entered into by and among Partners Trust Financial Group, Inc., a federal corporation (“Parent”), SBU Bank, a federally chartered savings bank and majority owned subsidiary of Parent (“SBU Bank”), Wicked Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of SBU Bank (“Newco”), Partners Trust, MHC, a federally-chartered mutual holding company (“MHC”), and BSB Bancorp, Inc., a Delaware corporation (“Company”).

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
Income Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This Executive Supplemental Retirement Income Agreement (“Agreement”), executed as of this 27th day of June, 2001, by and between THE SAVINGS BANK OF UTICA, Utica, New York, a mutual savings bank organized and existing under the laws of the State of New York, hereinafter referred to as the “Bank,” and JOHN A. ZAWADZKI, a key employee and executive hereinafter referred to as the “Executive.”

TRUST AGREEMENT BETWEEN RSGROUP TRUST COMPANY AND THE SAVINGS BANK OF UTICA
Trust Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • Maine

THIS AGREEMENT OF TRUST (the “Agreement”) made effective January 1, 1999 by and between THE SAVINGS BANK OF UTICA, a mutual savings bank (the “Company”) and RSGROUP TRUST COMPANY, a trust company incorporated under the laws of the State of Maine (the “Trustee”),

THE SAVINGS BANK OF UTICA ENDORSEMENT SPLIT DOLLAR AGREEMENT
Endorsement Split Dollar Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

THIS AGREEMENT (“Agreement”) made the 27th day of June, 2001 by and between The Savings Bank of Utica, New York (hereinafter called “the Employer”) and John A. Zawadzki (hereinafter called “Employee”).

BSB Bancorp, Inc.
Partners Trust Financial Group Inc • February 27th, 2004 • National commercial banks

This letter agreement is to confirm the additional agreements, arrangements and understandings relating to the payments that you will become entitled to receive in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) by and between Partners Trust Financial Group, Inc., SBU Bank, Wicked Acquisition Corporation, Partners Trust, MHC and BSB Bancorp, Inc. (the “Company”), dated December 23rd, 2003. The agreements, arrangement and understandings contained herein amend the Change of Control Severance Agreement between you, the Company and BSB Bank and Trust Company, dated as of May 14, 2001 (the “COC Agreement”) and the Target Benefit Supplemental Retirement Benefit Agreement between BSB Bank & Trust Company and the Executive, dated as of October 30, 2003 (the “SERP”). The commitments set forth in this letter agreement are subject to (i) the consummation of the transactions contemplated by the Merger Agreement and (ii) the limitations imp

EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2004 • Partners Trust Financial Group Inc • National commercial banks • New York

This AGREEMENT is made as of this 23rd day of December, 2003, by and among SBU BANK, a Federally chartered capital stock savings bank having its principal place of business in Utica, New York (the “Bank”), PARTNERS TRUST FINANCIAL GROUP, INC., a Federal corporation owning all of the issued and outstanding shares of capital stock of the Bank (“Partners Trust”) (the Bank and Partners Trust, collectively, the “Employers”), and HOWARD W. SHARP, an individual residing in Syracuse, New York (the “Executive”).

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