ESOP Trust Agreement Dated 3/1/2002



 EXHIBIT 10.15 
  
 ESOP TRUST AGREEMENT 
  
 BETWEEN 
  
 RSGROUP TRUST COMPANY 
  
 AND 
  
 PARTNERS TRUST
FINANCIAL GROUP, INC. 
  
 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”), 
  
 WITNESSETH

  
 WHEREAS, the Company has adopted the Partners Trust
Financial Group, Inc. Employee Stock Ownership Plan (the “Plan”), effective as of January 1, 2002, for the exclusive purpose of providing benefits to participants and their beneficiaries under the Plan; 
  
 WHEREAS, the Company desires to establish a trust (the
“Trust”) for the Plan and to appoint the Trustee to serve as trustee for the Trust, effective as of March 1, 2002; and 
  
 WHEREAS, the Trustee wishes to accept its appointment as trustee for the Plan; 
  
 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be
legally bound, hereby agree and declare as follows: 
  
 ARTICLE
I 
 ESTABLISHMENT OF TRUST 
  
 Section 1.1. The Company and the Trustee hereby agree to the establishment of a trust consisting of such sums as shall from time to time be paid to
the Trustee under the Plan and such earnings, income and appreciation as may accrue thereon which, less payments made by the Trustee to carry out the purposes of the Plan, are referred to herein as the “Fund”. The Trustee shall carry out
the duties and responsibilities herein specified, but shall be under no duty to determine whether the amount of any contribution by the Company or any affiliated entity or by any participant under the Plan is in accordance with the terms of the
Plan, nor shall the Trustee be responsible for the collection of any contributions required under the Plan. 
  
 Section 1.2. The Fund shall be held, invested, reinvested and administered by the Trustee in accordance with the terms of the Plan and this
Agreement solely in the interest of participants and their beneficiaries under the Plan and for the exclusive purpose of providing 








 
benefits to participants and their beneficiaries and defraying the reasonable expenses of administering the Plan. Except as provided in Section 4.2, no
assets of the Plan shall inure to the benefit of the Company or any affiliated entity. 
  
 Section 1.3. The Trustee shall pay benefits and expenses from the Fund only upon the written direction of the Plan Administrator, the individual specified in the Plan as the fiduciary responsible for the
day-to-day operation and administration of the Plan. The Trustee shall be fully entitled to rely on such directions furnished by the Plan Administrator and shall be under no duty to ascertain whether the directions are in accordance with the
provisions of the Plan. 
  
 ARTICLE II 
 INVESTMENT OF THE FUND 
  
 Section 2.1. In accordance with the provisions of the Plan, the Trustee shall invest and reinvest the Fund without distinction between principal
and income in Company Stock (“Company Stock” shall have the meaning attributed to such terms as specified in the Plan), in accordance with the terms of the Plan and this Agreement as directed by the Company. To the extent that
contributions are made in Company Stock, the Trustee will be expected to retain such Company Stock. To the extent contributions are made in cash or other amounts are received in cash and are not needed to pay principal or interest on an ESOP loan,
to pay distributions to participants and their beneficiaries or to pay expenses of the Trust, the Trustee will be expected to acquire Company Stock either from other shareholders or directly from the Company as directed by the Company. If at the
time Company Stock is to be purchased, the Company has outstanding more than one class of Company Stock, the Company shall direct the Trustee as to which class of Company Stock shall be purchased. 
  
 Section 2.2. In accordance with the provisions of the Plan and except
as provided in Section 2.1, all assets of the Fund shall be invested by the Trustee solely in Company Stock, with the exception that if the Trustee is notified by the Company that a participant is eligible to make a diversification election, if
provided for under the Plan, whereby the participant may transfer a specified portion of the participant’s account to other investment options available under the Plan, the Trustee shall invest such specified portion of the participant’s
account in accordance with the participant’s investment directions as provided for in the Plan and Section 2.3 hereof. The Company shall notify the Trustee of any such investment options currently available under the Plan and any other plan
sponsored by the Company which accepts such amounts and of any changes thereto, which changes shall be effective no earlier than 60 days after delivery of written notice to the Trustee (unless otherwise agreed to by the Trustee). 
  
 In accordance with the provisions of the Plan, the named fiduciary of the
Plan is authorized to appoint an “investment manager” as defined in Section 3(38) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to be responsible for managing one or more of the designated
investment options available under the Plan and selecting the specific investments that comprise any such investment option. In such case, the Named Fiduciary shall establish the investment policies and guidelines that the investment manager shall
follow when managing the investment option for the Plan, but the Named Fiduciary shall not be responsible for the selection of the specific investments that comprise any such investment option. The Trustee shall follow the directions of the
investment manager regarding the designated investment option(s) for which the investment manager is assigned responsibility. 
  

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 Section 2.3. In accordance with the provisions of the Plan, each participant who is eligible to
make the diversification election described in Section 2.2 shall direct the Trustee as to the investment of that portion of his or her account subject to such election. All investment directions by participants shall be timely furnished to the
Trustee by the Plan Administrator, except to the extent such directions are transmitted telephonically or otherwise by participants and beneficiaries directly to the Trustee in accordance with rules and procedures established and approved by the
Plan Administrator and the Trustee. In making any such investment of the assets of the Fund, the Trustee shall be fully entitled to rely on the directions from participants that are properly furnished to the Trustee, and the Trustee shall be under
no duty to make any inquiry or investigation with respect thereto. 
  
 Section 2.4. Subject to the provisions of Section 2.1, 2.2, and 2.3, the Trustee shall have the authority, in addition to any authority given by law, to exercise the following powers in the administration of the Fund: 
  
 (a) with respect to the diversification election described
in Section 2.2 above, to invest and reinvest all or a part of the assets of the Fund in the available investment options under the Plan without restriction to investments authorized for fiduciaries, including, without limitation on the amount that
may be invested therein, any common, collective or commingled trust fund maintained by the Trustee, investment company, mutual fund, or other security or investment option offered by the Trustee. Any investment in, and any terms and conditions of,
any common, collective or commingled trust fund available only to employee trusts which meet the requirements of the Code or corresponding provisions of subsequent income tax laws of the United States, shall constitute an integral part of this
Agreement and the Plan; 
  
 (b) to dispose of all
or any part of the investments, securities, or other property which may from time to time or at any time constitute the Fund and to make, execute and deliver to the purchasers thereof good and sufficient deeds of conveyance thereof, and all
assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership thereto, free and discharged of all trusts and without liability on the part of such purchasers to see to the application of the
purchase money; 
  
 (c) to cause any investment
of the Fund to be registered in the name of the Trustee or the name of its nominee or nominees or to retain such investment unregistered or in a form permitting transfer by delivery; provided that the books and records of the Trustee shall at all
times show that all such investments are part of the Fund; 
  
 (d) to consult and employ any suitable agent to act on behalf of the Trustee and to contract for legal, accounting, clerical and other services deemed necessary by the Trustee to manage and administer the Fund
according to the terms of the Plan and this Agreement; 
  

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 (e) to pay from the Fund all taxes imposed or levied with respect to the Fund or any part
thereof under existing or future laws, and to contest the validity or amount of any tax, assessment, claim or demand respecting the Fund or any part thereof; and 
  
 (f) generally to exercise any of the powers of an owner with respect to all or any part of the Fund.

  
 Section 2.5. Each participant or beneficiary to whose
account shares of Company stock have been allocated shall, as a named fiduciary within the meaning of Section 403(a)(1) of ERISA, direct the Trustee with respect to the voting and, if applicable, tendering of shares of Company stock allocated to his
or her account, and the Trustee shall follow the directions of those participants and beneficiaries who provide timely instructions to the Trustee. The Trustee shall vote the shares of Company stock allocated to the accounts of participants for whom
no timely instructions have been received in the same proportion as those shares of Company stock for which instructions were timely received, provided that the Plan requires that participants and beneficiaries be given advance notice as to the
consequences of any failure to instruct the Trustee as to the voting of allocated shares of Company stock. Allocated shares of Company stock will not be tendered, unless directed by a participant or beneficiary to whose account shares of Company
stock have been allocated. The Company shall direct the Trustee with respect to the voting and, if applicable, tendering of shares of Company stock which have not been allocated to the accounts of participants or beneficiaries. 
  
 Section 2.6. Except as may be authorized by regulations promulgated by
the Secretary of Labor, the Trustee shall not maintain the indicia of ownership in any assets of the Fund outside of the jurisdiction of the district courts of the United States. 
  
 ARTICLE III 
 DUTIES AND RESPONSIBILITIES 
  
 Section 3.1.
The Trustee, Company, Named Fiduciary and Plan Administrator shall each discharge their assigned fiduciary duties and responsibilities under this Agreement and the Plan solely in the interest of participants and their beneficiaries in the
following manner: 
  
 (a) for the exclusive
purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of administering the Plan; 
  
 (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; 
  
 (c) by selecting a range of available investment options under the Plan referenced in Section 2.2 so as to permit participants and
beneficiaries to diversify their investments pursuant to Section 2.3; and 
  
 (d) in accordance with the provisions of the Plan and this Trust Agreement in so far as they are consistent with the provisions of ERISA. 
  
 Section 3.2. The Trustee shall keep full and accurate accounts of all receipts, investments, disbursements and other
transactions hereunder, including such specific records as 

  

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may be agreed upon in writing between the Company and Trustee. All such accounts, books and records shall be open to inspection and audit at all reasonable
times by any authorized representative of the Company, the Named Fiduciary or the Plan Administrator. Any participant or beneficiary under the Plan may examine only those individual account records pertaining directly to that participant or
beneficiary. 
  
 Section 3.3. The Trustee shall determine
the value of the Fund at such times as are mutually agreed upon by the Trustee and the Company but in no case less frequently than annually. The value of shares of Company Stock held in the Fund shall be determined at their fair market value defined
as their closing market price on the relevant valuation date; provided, however, that in the event such shares of Company Stock have no readily-ascertainable fair market value because they are thinly-traded, at their fair value as determined in good
faith and pursuant to written procedures recommended by the Company and approved by the Trustee as of such times as the Trustee determines to be appropriate, and from such financial publications, pricing services, or other services or sources as the
Trustee reasonably believes appropriate. All other securities and the value of other assets held in the Fund shall be valued by the Trustee at their market values on the relevant valuation date under procedures established by the Trustee. For
purposes of this Section, Company Stock shall be considered “thinly traded” if it is publicly traded on a national exchange or other generally recognized market, but not in sufficient volume and/or with sufficient frequency to assure
prompt execution of buy and sell orders. The Trustee may seek an opinion from an independent investment advisor or legal counsel as to whether a given stock is “thinly traded.” 
  
 Section 3.4. Within 120 days after the end of each plan year for the Plan or within 120 days after its removal or
resignation, the Trustee shall file with the Named Fiduciary a written account of the administration of the Fund showing all transactions effected by the Trustee with respect to the assets of the Plan subsequent to the period covered by the last
preceding account to the end of such plan year or date of removal or resignation and all property held at its fair market value at the end of the accounting period. Such accounting shall show the net value of the Plan’s interest in each
investment option maintained by the Trustee for the Fund and shall include financial information necessary for the completion of the annual reports required for the Plan under ERISA. The Named Fiduciary may approve such accounting by written notice
of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within 120 days from the date on which the accounting is delivered to the Named Fiduciary. 
  
 Section 3.5. In accordance with the terms of the Plan, the Trustee
shall establish and maintain separate accounts in the name of each participant in order to record all contributions by or on behalf of the participant to the Plan and any earnings, losses and expenses attributable thereto. The Plan Administrator
shall furnish the Trustee with participant enrollment data in a format acceptable to the Trustee identifying the name, address, social security number, and current investment directions of each participant for whom one or more separate accounts are
to be established by the Trustee under this Agreement. With respect to all contributions to the Plan and other amounts that are transmitted to the Trustee, the Plan Administrator shall furnish the Trustee with participant allocation data in a format
acceptable to the Trustee identifying each participant on whose behalf an amount is being transmitted to the Trustee and the dollar amount to be allocated to each of the participant’s separate account under the Plan. In allocating amounts to
participants’ separate accounts under the Plan, the Trustee shall be fully entitled to rely on the participant enrollment and allocation data furnished to it by the Plan Administrator and shall be under no duty to make any inquiry or
investigation with respect thereto. 
  

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 Section 3.6. The Trustee shall, annually, within 60 to 90 days after receiving complete and
accurate participant data from the Company, furnish each participant in the Plan with statements reflecting the current fair market value of the participant’s separate accounts under the Plan and all activities occurring within such accounts
during the most recent reporting period, including Plan contributions, earnings, investment exchanges, distributions, and withdrawals. 
  
 Section 3.7. The Trustee shall not be required to determine the facts concerning the eligibility of any participant to participate in the Plan, the
amount of benefits payable to any participant or beneficiary under the Plan, or the date or method of payment or disbursement. The Trustee shall be fully entitled to rely solely upon the written advice and directions of the Plan Administrator as to
any such question of fact. 
  
 Section 3.8. Unless
resulting from the Trustee’s gross negligence, willful misconduct, lack of good faith, or breach of its fiduciary duties under this Agreement or ERISA, the Company shall indemnify and save harmless the Trustee from, against, for and in respect
of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney’s fees incident to any suit, action, investigation, claim or proceedings suffered, sustained,
incurred or required to be paid by the Trustee in connection with the Plan or this Agreement. 
  
 Section 3.9. Share Acquisition Loans 
  
 (a) The Trustee shall, if directed to do so by the Committee, as specified in the Plan, obtain a loan from any lender selected by the
Company (“Share Acquisition Loan”) on behalf of the Plan and shall apply the proceeds of such Share Acquisition Loan in the proportions directed by the Committee: 
  
 (i) to purchase Company Stock; or 
  
 (ii) to make payments of principal or interest, or a combination of principal and interest, with respect to
such Share Acquisition Loan; or 
  
 (iii) to make
payments of principal and interest, or a combination of principal and interest, with respect to a previously obtained Share Acquisition Loan that is then outstanding. 
  
 Any such Share Acquisition Loan shall be on such terms and conditions as the Committee may determine, and
the Trustee shall have no duty or obligation to inquire as to the expediency or propriety of any such Share Acquisition Loan or any of the terms and conditions thereof. The Trustee has no discretion whatsoever in making any such loan (which may be
obtained by the Company) and shall act only as directed by the Committee. 
  

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 (b) If directed to do so by the Committee, the Trustee shall execute a promissory note,
in its capacity as Trustee, evidencing the obligation of the Plan to repay a Share Acquisition Loan and shall pledge, in such proportions as the Committee may direct, the following assets of the Plan as collateral for such Share Acquisition Loan:

  
 (i) any Company Stock purchased with the
proceeds of such Share Acquisition Loan; 
  
 (ii) any Company Stock purchased with the proceeds of a previous Share Acquisition Loan, provided that such previous Share Acquisition Loan is repaid with the proceeds of the Share Acquisition Loan for which such Shares are pledged; and

  
 (iii) other collateral permissible under
federal law. 
  
 Any Share Acquisition Loan shall
be without recourse against the Plan or the Trustee, and, except as specifically provided in this Section, no assets of the Plan shall be pledged as collateral for a Share Acquisition Loan. 
  
 (c) The Trustee shall apply the Company’s contributions
to the Trust Fund designated to repay a Share Acquisition Loan, the earnings on such contributions, and the earnings with respect to Company Stock that shall have been pledged as collateral for a Share Acquisition Loan, in such proportions as the
Committee may direct, to the payment of principal and interest with respect to such Share Acquisition Loan. 
  
 ARTICLE IV 
 PROHIBITION OF DIVERSION 
  
 Section 4.1. Except as provided in Section 4.2, at no time prior to
the satisfaction of all liabilities with respect to participants and their beneficiaries under the Plan shall any part of the corpus or income of the Fund be used for, or diverted to, purposes other than for the exclusive benefit of participants or
their beneficiaries, or for defraying reasonable expenses of administering the Plan. 
  
 Section 4.2. The provisions of Section 4.1 notwithstanding, contributions made by the Company or any affiliated entity under the Plan will be returned to the Company or affiliated entity under the following
conditions: 
  
 (a) If a contribution is made by
mistake of fact, such contributions may be returned within one year of the payment of such contribution upon demand of the Company or affiliated entity; and 
  
 (b) Contributions to the Plan are specifically conditioned upon their deductibility under the Code. To the extent a deduction is
disallowed for any such contribution, it will be returned within one year after the disallowance of the deduction upon demand of the Company or affiliated entity. Contributions which are not deductible in the taxable year in which made but are
deductible in subsequent taxable years shall not be considered to be disallowed for purposes of this subsection; and 
  

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 (c) Contributions to the Plan are specifically conditioned on initial qualification of
the Plan under the Code. If a Plan is determined by the Internal Revenue Service to not be initially qualified, upon demand of the Company or affiliated entity any employer contributions made incident to that initial qualification will be returned
within one year after the date the initial qualification is denied, provided that the determination of the Internal Revenue Service is made pursuant to an application for determination made by the time prescribed by law for filing the return of the
Company or affiliated entity for the taxable year in which the Plan is adopted or such later date as is prescribed by the Secretary of the Treasury. 
  
 ARTICLE V 
 COMMUNICATION WITH
FIDUCIARIES 
  
 Section 5.1. Whenever the Trustee is
permitted or required to act upon the directions or instructions of the Company, any named fiduciary, any investment manager or the Plan Administrator, the Trustee shall be entitled to rely upon any written communication signed by any person or
agent designated to act as or on behalf of any such fiduciary. Such person or agent shall be so designated either under the provisions of the Plan or in writing by the Company and such authority shall continue until revoked in writing. The Trustee
shall incur no liability for failure to act on such person’s or agent’s instructions or orders without written communication, and the Trustee shall be fully protected in all actions taken in good faith in reliance upon any instructions,
directions, certifications and communications believed to be genuine and to have been signed or communicated by the proper person. 
  
 Section 5.2. The Company shall notify the Trustee in writing of the appointment, removal or resignation of any person designated to act as or on
behalf of the Company, the Named Fiduciary, any investment manager, or the Plan Administrator. After such notification, the Trustee shall be fully protected in acting upon the directions of any person designated to act as or on behalf of any such
fiduciary until the Trustee receives notice from the Company to the contrary. The Trustee shall have no duty to inquire into the qualifications of any person designated to act as or on behalf of the Company, the Named Fiduciary, any investment
manager or the Plan Administrator. 
  
 Section 5.3. The
Company shall certify to the Trustee the names and specimen signatures of the members of the Committee appointed by the Company to administer the Plan and give directions to the Trustee. Such certification shall include directions as to the number
of signatures required for any communication or direction to the Trustee. The Company shall promptly give notice to the Trustee of changes in the membership of the Committee. The Committee may also certify to the Trustee the name of any person,
together with a specimen signature of any such person who is not a member of the Committee, authorized to act for the Committee in relation to the Trustee. The Committee shall promptly give notice to the Trustee of any change in any person
authorized to act on behalf of the Committee. For all purposes under this Agreement, until any such notice is received by the Trustee, the Trustee shall be fully protected in assuming that the membership of the Committee and the authority of any
person certified to act in its behalf remain unchanged. 
  
 Section 5.4. The Trustee shall be fully protected in relying and acting upon any certificate, notice or direction of the Committee, or of a person authorized to act on its behalf, or 

  

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of the Company, or of an Investment Manager which the Trustee believes to be genuine and to have been signed by the person or persons duly authorized to sign
such certificate, notice, or direction. 
  
 ARTICLE VI

 TRUSTEE’S COMPENSATION 
  
 Section 6.1. The Trustee shall be entitled to reasonable compensation for its services as is agreed upon with the Company. The Trustee shall also
be entitled to reimbursement for all direct expenses properly and actually incurred on behalf of the Plan. Such compensation or reimbursement shall be paid to the Trustee out of the Fund unless paid directly by the Company. 
  
 ARTICLE VII 
 RESIGNATION AND REMOVAL OF TRUSTEE 
  
 Section 7.1. The Trustee may resign at any time by written notice to the Company which shall be effective 60 days after delivery unless prior thereto a successor trustee shall have been appointed. 

 
 Section 7.2. The Trustee may be removed by the Company at any time
upon 60 days written notice to the Trustee; such notice, however, may be waived by the Trustee. 
  
 Section 7.3. The appointment of a successor trustee hereunder shall be accomplished by and take effect upon the delivery to the Trustee of written
notice of the Company appointing such successor trustee, and an acceptance in writing of the successor trustee hereunder executed by the successor so appointed. A successor trustee may be either a corporation authorized and empowered to exercise
trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee shall relate to each successor trustee so appointed with the same force and effect as if such successor trustee had been originally named
herein as the trustee hereunder. If within 60 days after notice of resignation or removal shall have been given under the provisions of this Article VII a successor trustee shall not have been appointed, the Trustee or Company may apply to any court
of competent jurisdiction for the appointment of a successor trustee. 
  
 Section 7.4. Upon the appointment of a successor trustee, the Trustee shall transfer and deliver the Fund to such successor trustee, after reserving such reasonable amount as it shall deem necessary to provide for its expenses in the
settlement of its account, the amount of any compensation due to it and any sums chargeable against the Fund for which it may be liable. If the sums so reserved are not sufficient for such purposes, the resigning or removed Trustee shall be entitled
to reimbursement for any deficiency from the successor trustee and the Company who shall be jointly and severally liable therefor. 
  

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 ARTICLE VIII 
 AMENDMENT AND TERMINATION OF THE TRUST AND PLAN 
  
 Section 8.1. The Company may, by delivery to the Trustee of an instrument in writing, terminate this Agreement at any time. 
  
 Section 8.2. The Company may partially terminate this Agreement at any time by delivering to the Trustee a written
direction to transfer such part of the Fund as may be specified in such direction to any other trust established for the purpose of funding benefits under the Plan or under any other plan qualifying under Section 401 of the Code, established for the
benefit of participants in the Plan or their beneficiaries by the Company or any affiliated entity or any successor transferee or the Company or any affiliated entity; provided such transfer shall be in conformity with the requirements of Federal
law. 
  
 Section 8.3. This Agreement may be amended from
time to time by the Company; provided, however, that no amendment shall increase the duties or liabilities of the Trustee without the Trustee’s consent; and, provided further, that no amendment shall divert any part of the Fund to any purpose
other than providing benefits to participants and their beneficiaries under the Plan or defraying the reasonable expenses of administering the Plan. 
  
 Section 8.4. If the Plan is terminated in whole or in part, the Trustee shall distribute the Fund or any part thereof in such manner and at such
times as the Plan Administrator shall direct in writing in accordance with the provisions of the Plan; provided, however, that the Trustee may delay distribution of the Fund until it has received from the Company a copy of an Internal Revenue
Service determination letter addressing the Plan’s tax-qualified status upon termination, or, in lieu thereof at the Trustee’s sole discretion, an opinion from the Company’s legal counsel that the Plan met all qualification
requirements at the date of termination. 
  
 ARTICLE IX

 MISCELLANEOUS PROVISIONS 
  
 Section 9.1. Unless the context of this Agreement clearly indicates otherwise, the terms defined in the Plan shall, when used herein, have the same
meaning as in the Plan. 
  
 Section 9.2. Except as
otherwise required by law in the case of any qualified domestic relations order within the meaning of Section 414(p) of the Code, to the extent of any offset of a Participant’s benefits as a result of any judgment, order, decree or settlement
agreement provided in Section 401(a)(13)(C) of the Code, or any federal tax levy made pursuant to Section 6331 of the Code, or except as otherwise provided in the Plan with respect to any loan to a leveraged ESOP described in Section 4975(d)(3) of
the Code or loan from the Fund to a participant in accordance with the provisions of the Plan, the benefits or proceeds of any allocated or unallocated portion of the assets of the Fund and any interest of any participant or beneficiary arising out
of or created by the Plan either before or after the participant’s retirement shall not be subject to execution, attachment, garnishment or other legal or judicial process whatsoever by any person, whether creditor or otherwise, claiming
against such participant or beneficiary. Except as otherwise provided in the Plan with respect to any loan from the Fund to a participant in accordance with the provisions of the Plan, no participant or beneficiary shall have the right to 

  

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alienate, encumber or assign any of the payments or proceeds or any other interest arising out of or created by the Plan and any action purporting to do so
shall be void. The provisions of this Section shall apply to all participants and beneficiaries, regardless of their citizenship or place of residence. 
  
 Section 9.3. Any person dealing with the Trustee may rely upon a copy of this Agreement and any amendments thereto certified to be true and correct
by the Trustee. 
  
 Section 9.4. The Trustee hereby
acknowledges receipt of a copy of the Plan. The Company will cause a copy of any amendment to the Plan to be delivered to the Trustee. 
  
 Section 9.5. The construction, validity and administration of this Agreement shall be governed by ERISA and, to the extent not preempted by ERISA,
the laws of the State of Maine without regard to its rules regarding conflict of laws. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above
written. 
  

			
	PARTNERS TRUST FINANCIAL GROUP, INC.
		
	 BY:
	 	  


		
	 	 	  

     PRINT NAME

		
	 	 	  

     TITLE

	
	RSGROUP TRUST COMPANY
		
	 BY:
	 	  


		
	 	 	     C. Paul Tyborowski


	 	 	     PRINT NAME

		
	 	 	     President


	 	 	     TITLE



  

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	 STATE OF NEW YORK
	 	 )

	 	 	 : ss.:

	 COUNTY OF
	 	 )


  
 On
this            day of             , in the year 2002, before me, the undersigned, a Notary Public in and for the said state,
personally appeared                    , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies) and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon behalf of which
the person(s) acted, executed the instrument. 
  

			
	 SEAL:
	 	  


	 	 	 Notary Public of
                            

	 	 	 My Commission expires
                    


  

			
	 STATE OF NEW YORK
	 	 )

	 	 	 : ss.:

	 COUNTY OF NEW YORK
	 	 )


  
 On
this            day of             , in the year 2002, before me, the undersigned, a Notary Public in and for the said state,
personally appeared C. Paul Tyborowski, personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies) and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. 
  

			
	 SEAL:
	 	  


	 	 	 Notary Public of
                            

	 	 	 My Commission expires
                    


  

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