We are contacting you today to share some exciting news.  Hand Benefits & Trust, Inc. (HB&T) and its subsidiaries have entered into an agreement to become a part of Benefit Plans Administrators Services, Inc (BPAS), a division of Community Bank System, Inc.  The acquisition is expected to be finalized within sixty to ninety days and we are extremely pleased to be joining a company that will provide the support we need to grow as leaders in the retirement planning industry.

HB&T and Flex Corp. will continue to operate under the same names and David Hand, Stephen Hand and the senior management team will continue to lead the Houston office.  David Hand will continue in his role as president and Stephen Hand will remain president of the Trust Company. Your day-to-day contact with our firm, including your current client consultants, will remain the same.  In addition, our companies operate on the same 401(k) record keeping platform, so no 401(k) computer system conversions will be necessary.

We are looking forward to being able to provide our customers with more advanced technology and services once our acquisition is complete.  BPAS' parent company, Community Bank Systems, Inc., is a publicly traded company (NYSC:CBU) with assets in excess of 54.4 billion and market capitalization in excess of $400 million.  In addition to their strong capital commitment, BPAS is a leader in product development and will provide us with the tools we need to greatly enhance our 401(k) offering, and defined benefit plan web technology,

Finally, I would like to say that I have known Barry Kublin, president of BPAS, professionally for more than ten years and it is a wonderful opportunity to be able to work so closely with him.  We look forward to continuing to serve you and your company together and will continue to provide the highest level of industry expertise and customer service.  If you have any questions regarding this letter, please don't hesitate to contact your client consultant for additional information.

Sincerely,


Wm. David Hand

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