Exhibit
10.2


 


 


 


 


 


 


 


 


 


 


 


 


 


 





 






 


      


 


GUARANTEE
AGREEMENT


 


by
and between


 


PATHFINDER
BANCORP, INC.


 


and


 


WILMINGTON
TRUST COMPANY


 


Dated
as of March 22, 2007


 


 


 


 






  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 





GUARANTEE
AGREEMENT


 


This
GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by Pathfinder Bancorp,
Inc., a federally chartered 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 Pathfinder Statutory Trust II, a Delaware statutory trust (the “Issuer”).


 


WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the “Declaration”), dated as of the date hereof among Wilmington
Trust Company, not in its individual capacity but solely as institutional trustee, the administrators of the Issuer named therein,
the Guarantor, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the
Issuer is issuing on the date hereof those undivided beneficial interests, having an aggregate liquidation amount of $5,000,000.00
(the “Capital Securities”); and


 


WHEREAS,
as incentive for the Holders to purchase the Capital Securities, the Guarantor desires irrevocably and unconditionally to agree,
to the extent set forth in this Guarantee, to pay to the Holders of Capital Securities the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the purchase by each Holder of the Capital Securities, which purchase the Guarantor hereby agrees
shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of the Holders.


 


ARTICLE
I


 


DEFINITIONS
AND INTERPRETATION


 


Section
1.1.          Definitions and Interpretation. In this Guarantee,
unless the context otherwise requires:


 


(a)          capitalized
terms used in this Guarantee but not defined in the preamble above have the respective meanings assigned to them in this Section
1.1;


 


(b)          a
term defined anywhere in this Guarantee has the same meaning throughout;


 


(c)          all
references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified, supplemented or amended
from time to time;


 


(d)          all
references in this Guarantee to “Articles” or “Sections” are to Articles or Sections of this Guarantee,
unless otherwise specified;


 


(e)          terms
defined in the Declaration as at the date of execution of this Guarantee have the same meanings when used in this Guarantee, unless
otherwise defined in this Guarantee or unless the context otherwise requires; and


 


(f)          a
reference to the singular includes the plural and vice versa.


 


“Affiliate”
has the same meaning as given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.


 


“Beneficiaries”
means any Person to whom the Issuer is or hereafter becomes indebted or liable.


 




    	 



    	 



    

 


“Capital Securities”
has the meaning set forth in the recitals to this Guarantee.


 


“Common
Securities” means the common securities issued by the Issuer to the Guarantor pursuant to the Declaration.


 


“Corporate
Trust Office” means the office of the Guarantee Trustee at which the corporate trust business of the Guarantee Trustee
shall, at any particular time, be principally administered, which office at the date of execution of this Guarantee is located
at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration.


 


“Covered Person”
means any Holder of Capital Securities.


 


“Debentures”
means the debt securities of the Guarantor designated the Floating Rate Junior Subordinated Deferrable Interest Debentures due
2037 held by the Institutional Trustee (as defined in the Declaration) of the Issuer.


 


“Declaration
Event of Default” means an “Event of Default” as defined in the Declaration.


 


“Event of
Default” has the meaning set forth in Section 2.4(a).


 


“Guarantee
Payments” means the following payments or distributions, without duplication, with respect to the Capital Securities,
to the extent not paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined in the Declaration) which are
required to be paid on such Capital Securities to the extent the Issuer shall have funds available therefor, (ii) the Redemption
Price to the extent the Issuer has funds available therefor, with respect to any Capital Securities called for redemption by the
Issuer, (iii) the Special Redemption Price to the extent the Issuer has funds available therefor, with respect to Capital Securities
redeemed upon the occurrence of a Special Event, and (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up
or termination of the Issuer (other than in connection with the distribution of Debentures to the Holders of the Capital Securities
in exchange therefor as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accrued
and unpaid Distributions on the Capital Securities to the date of payment, to the extent the Issuer shall have funds available
therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer
(in either case, the “Liquidation Distribution”).


 


“Guarantee
Trustee” means Wilmington Trust Company, until a Successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Guarantee and thereafter means each such Successor Guarantee Trustee.


 


“Guarantor”
means Pathfinder Bancorp, Inc. and each of its successors and assigns.


 


“Holder”
means any holder, as registered on the books and records of the Issuer, of any Capital Securities; provided, however,
that, in determining whether the Holders of the requisite percentage of Capital Securities have given any request, notice, consent
or waiver hereunder, “Holder” shall not include the Guarantor or any Affiliate of the Guarantor.


 


“Indemnified
Person” means the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives, nominees, custodians or agents of the Guarantee Trustee.


 


“Indenture”
means the Indenture dated as of the date hereof between the Guarantor and Wilmington Trust Company, not in its individual capacity
but solely as trustee, and any indenture


 




    	2



    	 



    

 


supplemental thereto pursuant
to which the Debentures are to be issued to the institutional trustee of the Issuer.


 


“Issuer”
has the meaning set forth in the opening paragraph to this Guarantee.


 


“Liquidation
Distribution” has the meaning set forth in the definition of “Guarantee Payments” herein.


 


“Majority
in liquidation amount of the Capital Securities” means Holder(s) of outstanding Capital Securities, voting together
as a class, but separately from the holders of Common Securities, of more than 50% of the aggregate liquidation amount (including
the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date
upon which the voting percentages are determined) of all Capital Securities then outstanding.


 


“Obligations” means any costs, expenses or liabilities (but not including liabilities related to taxes) of the Issuer
other than obligations of the Issuer to pay to holders of any Trust Securities the amounts due such holders pursuant to the terms
of the Trust Securities.


 


“Officer’s
Certificate” means, with respect to any Person, a certificate signed by one Authorized Officer of such Person. Any Officer’s
Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee shall include:


 


(a)          a
statement that the officer signing the Officer’s Certificate has read the covenant or condition and the definitions relating
thereto;


 


(b)          a
brief statement of the nature and scope of the examination or investigation undertaken by the officer in rendering the Officer’s
Certificate;


 


(c)          a
statement that the officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable
such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)          a
statement as to whether, in the opinion of the officer, such condition or covenant has been complied with.


 


“Person”
means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company,
limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or
any other entity of whatever nature.


 


“Redemption
Price” has the meaning set forth in the Indenture.


 


“Responsible
Officer” means, with respect to the Guarantee Trustee, any officer within the Corporate Trust Office of the Guarantee
Trustee including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Guarantee
Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge
of and familiarity with the particular subject.


 


“Special Event”
has the meaning set forth in the Indenture.


 


“Special Redemption
Price” has the meaning set forth in the Indenture.


 




    	3



    	 



    

 


“Successor
Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under
Section 3.1.


 


“Trust Securities”
means the Common Securities and the Capital Securities.


 


ARTICLE
II


 


POWERS,
DUTIES AND RIGHTS OF


GUARANTEE
TRUSTEE


 


Section 2.1.          Powers
and Duties of the Guarantee Trustee.


 


(a)          This
Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders of the Capital Securities, and the Guarantee Trustee
shall not transfer this Guarantee to any Person except a Holder of Capital Securities exercising his or her rights pursuant to
Section 4.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act
as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor
Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been
executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.


 


(b)          If
an Event of Default actually known to a Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee for the benefit of the Holders of the Capital Securities.


 


(c)          The
Guarantee Trustee, before the occurrence of any Event of Default and after curing all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in this Guarantee, and no implied covenants shall be
read into this Guarantee against the Guarantee Trustee. In case an Event of Default has occurred (that has not been waived pursuant
to Section 2.4) and is actually known to a Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise
such of the rights and powers vested in it by this Guarantee, and use the same degree of care and skill in its exercise thereof,
as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.


 


(d)          No
provision of this Guarantee shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


 


(i)          prior
to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:


 


(A)         the
duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee, and the
Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth
in this Guarantee, and no implied covenants or obligations shall be read into this Guarantee against the Guarantee Trustee; and


 


(B)         in
the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee
Trustee and conforming to the requirements of this Guarantee; but in the


 




    	4



    	 



    

 


case
of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Guarantee Trustee,
the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of
this Guarantee;


 


(ii)         the
Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee,
unless it shall be proved that such Responsible Officer of the Guarantee Trustee or the Guarantee Trustee was negligent in ascertaining
the pertinent facts upon which such judgment was made;


 


(iii)        the
Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the written direction of the Holders of not less than a Majority in liquidation amount of the Capital Securities relating
to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or relating to the
exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee; and


 


(iv)        no
provision of this Guarantee shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee
shall have reasonable grounds for believing that the repayment of such funds is not reasonably assured to it under the terms of
this Guarantee or security and indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or liability is
not reasonably assured to it.


 


Section 2.2.          Certain
Rights of Guarantee Trustee.


 


(a)          Subject
to the provisions of Section 2.1:


 


(i)          The
Guarantee Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting upon, any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by
the proper party or parties.


 


(ii)         Any
direction or act of the Guarantor contemplated by this Guarantee shall be sufficiently evidenced by an Officer’s Certificate.


 


(iii)        Whenever,
in the administration of this Guarantee, the Guarantee Trustee shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officer’s Certificate of
the Guarantor which, upon receipt of such request, shall be promptly delivered by the Guarantor.


 


(iv)        The
Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any re-recording, refiling
or re-registration thereof).


 


(v)         The
Guarantee Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in
good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or any


 




    	5



    	 



    

 


of
its Affiliates and may include any of its employees. The Guarantee Trustee shall have the right at any time to seek instructions
concerning the administration of this Guarantee from any court of competent jurisdiction.


 


(vi)        The
Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee at the request
or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such security and indemnity, reasonably
satisfactory to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses
of the Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with
such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided, however,
that nothing contained in this Section 2.2(a)(vi) shall relieve the Guarantee Trustee, upon the occurrence of an Event of Default,
of its obligation to exercise the rights and powers vested in it by this Guarantee.


 


(vii)       The
Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit.


 


(viii)      The
Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents, nominees, custodians or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed with due care by it hereunder.


 


(ix)         Any
action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders of the Capital Securities, and the signature
of the Guarantee Trustee or its agents alone shall be sufficient and effective to perform any such action. No third party shall
be required to inquire as to the authority of the Guarantee Trustee to so act or as to its compliance with any of the terms and
provisions of this Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee’s or its agent’s
taking such action.


 


(x)          Whenever
in the administration of this Guarantee the Guarantee Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (i) may request instructions from the
Holders of a Majority in liquidation amount of the Capital Securities, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received, and (iii) shall be protected in conclusively relying on or acting
in accordance with such instructions.


 


(xi)         The
Guarantee Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith, without negligence,
and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Guarantee.


 


(b)          No
provision of this Guarantee shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts
or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal
or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law to perform any such act
or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee
Trustee shall be construed to be a duty.


 




    	6



    	 



    

 


Section
2.3.          Not Responsible for Recitals or Issuance of Guarantee.
The recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and the Guarantee Trustee
does not assume any responsibility for their correctness. The Guarantee Trustee makes no representation as to the validity or
sufficiency of this Guarantee.


 


Section 2.4.          Events
of Default; Waiver.


 


(a)          An
Event of Default under this Guarantee will occur upon the failure of the Guarantor to perform any of its payment or other obligations
hereunder.


 


(b)          The
Holders of a Majority in liquidation amount of the Capital Securities may, voting or consenting as a class, on behalf of the Holders
of all of the Capital Securities, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and shall be deemed to have been cured, for every purpose of this Guarantee, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right consequent thereon.


 


Section 2.5.          Events
of Default; Notice.


 


(a)          The
Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid,
to the Holders of the Capital Securities and the Guarantor, notices of all Events of Default actually known to a Responsible Officer
of the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, however,
that the Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Capital Securities.


 


(b)          The
Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received
written notice from the Guarantor or a Holder of the Capital Securities (except in the case of a payment default), or a Responsible
Officer of the Guarantee Trustee charged with the administration of this Guarantee shall have obtained actual knowledge thereof.


 


ARTICLE
III


 


GUARANTEE
TRUSTEE


 


Section 3.1.          Guarantee
Trustee; Eligibility.


 


(a)          There
shall at all times be a Guarantee Trustee which shall:


 


(i)          not
be an Affiliate of the Guarantor, and


 


(ii)         be
a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or
of the District of Columbia, or Person authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial
or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 3.1(a)(ii),
the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published.


 




    	7



    	 



    

 


(b)          If
at any time the Guarantee Trustee shall cease to be eligible to so act under Section 3.1(a), the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 3.2(c).


 


(c)          If
the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the
Trust Indenture Act, the Guarantee Trustee shall either eliminate such interest or resign to the extent and in the manner provided
by, and subject to this Guarantee.


 


Section 3.2.          Appointment,
Removal and Resignation of Guarantee Trustee.


 


(a)          Subject
to Section 3.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor except during
an Event of Default.


 


(b)          The
Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until a Successor Guarantee Trustee has been appointed
and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.


 


(c)          The
Guarantee Trustee appointed to office shall hold office until a Successor Guarantee Trustee shall have been appointed or until
its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by
an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect
until a Successor Guarantee Trustee has been appointed and has accepted such appointment by an instrument in writing executed
by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.


 


(d)          If
no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 3.2 within 60 days
after delivery of an instrument of removal or resignation, the Guarantee Trustee resigning or being removed may petition any court
of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice,
if any, as it may deem proper, appoint a Successor Guarantee Trustee.


 


(e)          No
Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee.


 


(f)          Upon
termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall
pay to the Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of such
termination, removal or resignation.


 




    	8



    	 



    

 


ARTICLE
IV


 


GUARANTEE


 


Section 4.1.          Guarantee.


 


(a)          The
Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of
amounts theretofore paid by the Issuer), as and when due, regardless of any defense (except the defense of payment by the Issuer),
right of set-off or counterclaim that the Issuer may have or assert. The Guarantor’s obligation to make a Guarantee Payment
may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such
amounts to the Holders.


 


(b)          The
Guarantor hereby also agrees to assume any and all Obligations of the Issuer and in the event any such Obligation is not so assumed,
subject to the terms and conditions hereof, the Guarantor hereby irrevocably and unconditionally guarantees to each Beneficiary
the full payment, when and as due, of any and all Obligations to such Beneficiaries. This Guarantee is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof.


 


Section
4.2.          Waiver of Notice and Demand. The Guarantor hereby waives
notice of acceptance of this Guarantee and of any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.


 


Section
4.3.          Obligations Not Affected. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening
from time to time of any of the following:


 


(a)          the
release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied
agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer;


 


(b)          the
extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption
Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for
the performance of any other obligation under, arising out of or in connection with, the Capital Securities (other than an extension
of time for payment of Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sum payable
that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the
Debentures permitted by the Indenture);


 


(c)          any
failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer
granting indulgence or extension of any kind;


 


(d)          the
voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for
the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting,
the Issuer or any of the assets of the Issuer;


 




    	9



    	 



    

 


(e)          any
invalidity of, or defect or deficiency in, the Capital Securities;


 


(f)          the
settlement or compromise of any obligation guaranteed hereby or hereby incurred; or


 


(g)          any
other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and
all circumstances.


 


There shall
be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of
the foregoing.


 


Section 4.4.          Rights
of Holders.


 


(a)          The
Holders of a Majority in liquidation amount of the Capital Securities have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under this Guarantee; provided, however, that (subject to Section
2.1) the Guarantee Trustee shall have the right to decline to follow any such direction if the Guarantee Trustee being advised
by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Guarantee Trustee in good
faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would involve the Guarantee Trustee in personal liability.


 


(b)          Any
Holder of Capital Securities may institute a legal proceeding directly against the Guarantor to enforce the Guarantee Trustee’s
rights under this Guarantee, without first instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other
Person. The Guarantor waives any right or remedy to require that any such action be brought first against the Issuer, the Guarantee
Trustee or any other Person before so proceeding directly against the Guarantor.


 


Section
4.5.          Guarantee of Payment. This Guarantee creates a guarantee
of payment and not of collection.


 


Section
4.6.          Subrogation. The Guarantor shall be subrogated to all
(if any) rights of the Holders of Capital Securities against the Issuer in respect of any amounts paid to such Holders
by the Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, after giving effect
to any such payment, any amounts are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the
Holders.


 


Section
4.7.          Independent Obligations. The Guarantor
acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the
Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through
(g), inclusive, of Section 4.3 hereof.


 


Section
4.8.          Enforcement by a Beneficiary. A Beneficiary may enforce
the obligations of the Guarantor contained in Section 4.1(b) directly against the Guarantor and the Guarantor waives any
right or remedy to require that any action be brought against the Issuer or any other person or entity


 




    	10



    	 



    

 


before proceeding
against the Guarantor. The Guarantor shall be subrogated to all rights (if any) of any Beneficiary against the Issuer in respect
of any amounts paid to the Beneficiaries by the Guarantor under this Guarantee; provided, however, that the Guarantor
shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights that it
may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under
this Guarantee, if at the time of any such payment, and after giving effect to such payment, any amounts are due and unpaid under
this Guarantee.


 


ARTICLE
V


 


LIMITATION
OF TRANSACTIONS; SUBORDINATION


 


Section
5.1.          Limitation of Transactions. So long as any Capital
Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration
Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period,
or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate
to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect
to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to
the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari
passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above,
(i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants,
in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock
of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction
entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable,
(ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock
of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of
the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional
interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights
plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase
of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock
or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend
is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued
in connection therewith, or (vi) payments under this Guarantee).


 


Section
5.2.          Ranking. This Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of payment to all present and future Senior Indebtedness
(as defined in the Indenture) of the Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees to the foregoing
provisions of this Guarantee and the other terms set forth herein.


 


The
right of the Guarantor to participate in any distribution of assets of any of its subsidiaries upon any such subsidiary’s
liquidation or reorganization or otherwise is subject to the prior claims of creditors of that subsidiary, except to the extent
the Guarantor may itself be recognized as a creditor of that subsidiary. Accordingly, the Guarantor’s obligations under
this Guarantee will be effectively


 




    	11



    	 



    

 


subordinated
to all existing and future liabilities of the Guarantor’s subsidiaries, and claimants should look only to the assets of
the Guarantor for payments hereunder. This Guarantee does not limit the incurrence or issuance of other secured or unsecured debt
of the Guarantor, including Senior Indebtedness of the Guarantor, under any indenture that the Guarantor may enter into in the
future or otherwise.


 


ARTICLE
VI


 


TERMINATION


 


Section
6.1.          Termination. This Guarantee shall terminate as to the
Capital Securities (i) upon full payment of the Redemption Price or Special Redemption Price of all Capital Securities then outstanding,
(ii) upon the distribution of all of the Debentures to the Holders of all of the Capital Securities or (iii) upon full payment
of the amounts payable in accordance with the Declaration upon dissolution of the Issuer. This Guarantee will continue to be effective
or will be reinstated, as the case may be, if at any time any Holder of Capital Securities must restore payment of any sums paid
under the Capital Securities or under this Guarantee.


 


ARTICLE
VII


 


INDEMNIFICATION


 


Section 7.1.          Exculpation.


 


(a)          No
Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Covered Person
for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good
faith in accordance with this Guarantee and in a manner that such Indemnified Person reasonably believed to be within the scope
of the authority conferred on such Indemnified Person by this Guarantee or by law, except that an Indemnified Person shall be
liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s negligence or willful misconduct
with respect to such acts or omissions.


 


(b)          An
Indemnified Person shall be fully protected in relying in good faith upon the records of the Issuer or the Guarantor and upon
such information, opinions, reports or statements presented to the Issuer or the Guarantor by any Person as to matters the Indemnified
Person reasonably believes are within such other Person’s professional or expert competence and who, if selected by such
Indemnified Person, has been selected with reasonable care by such Indemnified Person, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence
and amount of assets from which Distributions to Holders of Capital Securities might properly be paid.


 


Section 7.2.          Indemnification.


 


(a)          The
Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense incurred without negligence or willful misconduct on the part of the Indemnified Person, arising
out of or in connection with the acceptance or administration of the trust or trusts hereunder, including, but not limited to,
the costs and expenses (including reasonable legal fees and expenses) of the Indemnified Person defending itself against, or investigating,
any claim or liability in connection with the exercise or performance of any of the Indemnified Person’s powers or duties
hereunder. The obligation to indemnify as set forth in this Section 7.2 shall survive the resignation or removal of the Guarantee
Trustee and the termination of this Guarantee.


 




    	12



    	 



    

 


(b)          Promptly
after receipt by an Indemnified Person under this Section 7.2 of notice of the commencement of any action, such Indemnified Person
will, if a claim in respect thereof is to be made against the Guarantor under this Section 7.2, notify the Guarantor in writing
of the commencement thereof; but the failure so to notify the Guarantor (i) will not relieve the Guarantor from liability under
paragraph (a) above unless and to the extent that the Guarantor did not otherwise learn of such action and such failure results
in the forfeiture by the Guarantor of substantial rights and defenses and (ii) will not, in any event, relieve the Guarantor from
any obligations to any Indemnified Person other than the indemnification obligation provided in paragraph (a) above. The Guarantor
shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified
Person in any action for which indemnification is sought (in which case the Guarantor shall not thereafter be responsible for
the fees and expenses of any separate counsel retained by the Indemnified Person or Persons except as set forth below); provided,
however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Guarantor’s
election to appoint counsel to represent the Guarantor in an action, the Indemnified Person shall have the right to employ separate
counsel (including local counsel), and the Guarantor shall bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the Guarantor to represent the Indemnified Person would present such counsel with a conflict
of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and
the Guarantor and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it and/or
other Indemnified Person(s) which are different from or additional to those available to the Guarantor, (iii) the Guarantor shall
not have employed counsel satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time
after notice of the institution of such action or (iv) the Guarantor shall authorize the Indemnified Person to employ separate
counsel at the expense of the Guarantor. The Guarantor will not, without the prior written consent of the Indemnified Persons,
settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Persons
are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional
release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding.


 


Section 7.3.          Compensation;
Reimbursement of Expenses. The Guarantor agrees:


 


(a)          to
pay to the Guarantee Trustee from time to time such compensation for all services rendered by it hereunder as the parties shall
agree to from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust); and


 


(b)          except
as otherwise expressly provided herein, to reimburse the Guarantee Trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by it in accordance with any provision of this Guarantee (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or willful misconduct.


 


For
purposes of clarification, this Section 7.3 does not contemplate the payment by the Guarantor of acceptance or annual administration
fees owing to the Guarantee Trustee for services to be provided by the Guarantee Trustee under this Guarantee or the fees and
expenses of the Guarantee Trustee’s counsel in connection with the closing of the transactions contemplated by this Guarantee.
The provisions of this Section 7.3 shall survive the resignation or removal of the Guarantee Trustee and the termination of this
Guarantee.


 




    	13



    	 



    

 


ARTICLE VIII


 


MISCELLANEOUS


 


Section
8.1.          Successors and Assigns. All guarantees and agreements
contained in this Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders of the Capital Securities then outstanding. Except in connection with any merger
or consolidation of the Guarantor with or into another entity or any sale, transfer or lease of the Guarantor’s assets to
another entity, in each case, to the extent permitted under the Indenture, the Guarantor may not assign its rights or delegate
its obligations under this Guarantee without the prior approval of the Holders of at least a Majority in liquidation amount of
the Capital Securities.


 


Section
8.2.          Amendments. Except with respect to any changes that
do not adversely affect the rights of Holders of the Capital Securities in any material respect (in which case no consent
of Holders will be required), this Guarantee may be amended only with the prior approval of the Holders of not less than a Majority
in liquidation amount of the Capital Securities. The provisions of the Declaration with respect to amendments thereof apply to
the giving of such approval.


 


Section
8.3.          Notices. All notices provided for in this Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by first
class mail, as follows:


 


(a)          If
given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth below (or such other address as the
Guarantee Trustee may give notice of to the Holders of the Capital Securities and the Guarantor):


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware
19890-1600


Attention: Corporate
Trust Administration


Telecopy: 302-636-4140


 


(b)          If
given to the Guarantor, at the Guarantor’s mailing address set forth below (or such other address as the Guarantor may give
notice of to the Holders of the Capital Securities and to the Guarantee Trustee):


 


Pathfinder Bancorp,
Inc.


c/o Pathfinder Bank


214 West First Street


Oswego, New York 13126


Attention: James A.
Dowd


Telecopy: 315-342-9403


 


(c)          If
given to any Holder of the Capital Securities, at the address set forth on the books and records of the Issuer.


 


All
such notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first
class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given,


 




    	14



    	 



    

 


such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability to deliver.


 


Section
8.4.          Benefit. This Guarantee is solely for the benefit of
the Beneficiaries and, subject to Section 2.1(a), is not separately transferable from the Capital Securities.


 


Section
8.5.         Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


Section
8.6.          Counterparts. This Guarantee may be executed in one
or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the
same instrument.


 


Section
8.7           Separability. In case one or more of the provisions
contained in this Guarantee shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Guarantee, but this Guarantee shall be construed
as if such invalid or illegal or unenforceable provision had never been contained herein.


 


Signatures
appear on the following page


 




    	15



    	 



    

 


THIS
GUARANTEE is executed as of the day and year first above written.


 


	 	PATHFINDER BANCORP, INC.., as Guarantor
	 	 
	 	By:	/s/ Thomas W. Schneider
	 	 	Name: Thomas W. Schneider
	 	 	Title: President, CEO
	 	 
	 	WILMINGTON TRUST COMPANY, as Guarantee
 Trustee
	 	 	 
	 	By: 	/s/ Christopher J. Slaybaugh
	 	 	Name: Christopher J. Slaybaugh
	 	 	Title: Senior Financial Services Officer


 











    	16