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CORTLAND FIRST FINANCIAL CORPORATION
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<PAGE>
[NEWSPAPER ADVERTISEMENT]
A MESSAGE
TO THE SHAREHOLDERS OF
CORTLAND FIRST FINANCIAL CORPORATION
SHOULD YOU VOTE YES OR NO ON OUR PROPOSED MERGER
WITH ONEIDA VALLEY BANCSHARES, INC.?
THE FACTS ABOUT THE STRATEGIC MERGER OF EQUALS WITH
ONEIDA VALLEY BANCSHARES, INC.
o Your Board has approved the merger based on a strategic plan to
increase long-term shareholder value.
o The regulators have approved the merger.
o All business investigations concerning Oneida Valley have been
completed.
o The merger allows for continued input and representation by all
Cortland First Directors.
o Cortland First management will be strongly represented on an equal
footing with Oneida Valley personnel.
o Dual headquarters will be maintained in both Cortland and Oneida
CONCLUSION:
o This is a strategic merger of equals that can and will happen when our
shareholders and Oneida Valley shareholders vote their approval.
THE FACTS ABOUT THE CNY FINANCIAL (THE PARENT OF CORTLAND SAVINGS BANK)
HOSTILE BID TO DISRUPT OR CIRCUMVENT OUR MERGER WITH ONEIDA VALLEY.
o Unsolicited proposal from CNY Financial at $18.50 cash and $18.50
stock per share.
o Contingencies include: regulator approval, due diligence, shareholder
approval, abandoning the merger with Oneida Valley.
o Several CNY Financial shareholders have contacted us indicating their
displeasure and disapproval of the actions of CNY Financial and their
intent to oppose CNY Financial's actions.
<PAGE>
o Our Board consulted with expert financial advisors and legal advisors
to consider CNY Financial's proposal before unanimously rejecting it.
o If Cortland First were to be sold to CNY Financial, many jobs would be
lost in Cortland through the consolidation of headquarters functions
and the closing of banking offices.
CONCLUSION:
o First National Bank of Cortland has prospered as a community-oriented
bank for over 100 years. Our company is not for sale. CNY Financial is
not proposing a merger of equals, but instead plans a takeover of our
company.
WHEN YOU VOTE YES, YOU VOTE FOR CORTLAND!
[First National Bank of Cortland Logo]
<PAGE>
[NEWSPAPER ADVERTISEMENT]
[ONEIDA VALLEY BANCSHARES, INC. LETTERHEAD]
November 13, 1998
TO OUR SHAREHOLDERS, OUR COMMUNITIES,
OUR CUSTOMERS AND OUR EMPLOYEES:
Eight years ago, I came to Oneida. Although my birthplace is Moravia, another
Central New York community, when my wife and I moved to Oneida we felt right at
home. You all have welcomed us and we sincerely appreciate the friendships and
sense of community in the Madison County area.
I grew up in banking - community banking. My father was a banker and he taught
me the principles of ethical hard work that he learned by running a community
bank in the post-depression era. He also instilled in me a deep sense of
community.
This past week that sense of community has been severely tested by the
misleading personal attacks by people who want to break up our merger with
Cortland's First National. Since those misleading ads have appeared, I have
received an outpouring of calls and supporting comments from people throughout
our community. I appreciate the support.
Our bank, Oneida Valley National Bank, was founded nearly 150 years ago, before
the Civil War. It has served this community, its employees and its shareholders
quite well. Tuesday, Oneida Valley embarks on a critical journey - either a
course to remain an independent community bank led by career bankers like
myself, Bob Fearon and Dave Kershaw, or to be acquired by an out-of-town
aggressor who could move headquarters away from our community and install
unproven, inexperienced managers to take over banking operations in our
community.
Our Board, consisting of community business leaders, has unanimously approved
the proposed merger with Cortland First, the competitor of CNY Financial
Corporation. We have developed a strategy to partner with Cortland First to
increase the value of the new company for both shareholder groups. In the spirit
of friendly cooperation, we have selected the name of our new company to be
Alliance - Alliance Financial Corporation. Less than 30 days from our
shareholder vote on this alliance, an unwanted, unfriendly party, CNY Financial,
attempted to disrupt our plan by trying to acquire Oneida Valley. After careful
consideration, their proposal was unanimously rejected by our Board.
One of our most important concerns in deciding the destiny of our company is the
commitment we have to the communities we serve. I have felt that sense of
community more deeply and personally this week than any other time in my life.
And now we ask you, as shareholders, as community members, as voters, what do
you want?
WHEN YOU VOTE "YES," YOU VOTE FOR ONEIDA!
<PAGE>
The Board of Directors of Oneida Valley strongly urges you to vote YES on our
proposed merger with Cortland First Financial on Tuesday, November 17, 1998.
Very truly yours,
John C. Mott
President
WHEN YOU VOTE YES, YOU VOTE FOR ONEIDA!
[Oneida Valley National Bank Logo]
<PAGE>
[Newspaper Advertisement -- to Appear on November 14, 1998]
[Oneida Valley Bancshares, Inc. Letterhead]
Nov. 13, 1998
AN OPEN LETTER TO SHAREHOLDERS, EMPLOYEES,
CUSTOMERS AND FRIENDS:
The Oneida Valley National Bank (OVB) has been a part of Oneida, and our
surrounding communities, since 1851. The Fearon family has been associated with
it since 1907 when my grandfather became a director and later president. Four
generations have tried to make our communities better places to live and raise
families. We have believed in honesty, integrity and loyalty. Our stockholders
know that we have tried to grow the value of our stock through the years and
many have called it "the best investment they have ever made."
Our bank is not now, and never has been, for sale. Our bank only recently
reaffirmed this when we approved a "merger of equals" with First National Bank
of Cortland (Cortland First Financial Corp. -- CTLN). Cortland First is a good
bank and long-time independent commercial bank such as ours. It is almost a
mirror image of our bank, is well-run and has a similar culture. We have worked
to put this together for more than six months. Once consummated, both Boards of
Directors will remain active and involved. Dual headquarters will be maintained
and our emphasis will remain in the communities we serve. In short, we are
compatible and a good fit. We will be large enough to provide the service you
expect and to keep up with the demands and high cost of technology.
This move follows our long-term strategic plan to enhance shareholders'
value. A fair, non-taxable exchange rate has been established, and greater
liquidity will be provided through listing on the NASDAQ National Market System.
Now we are faced with an uninvited, unsolicited, hostile takeover bid from
a bank that has had stockholders for only one month and has no experience as a
public company. Cortland Savings Bank (CNYF-CNY Financial) was a mutual savings
bank with a rather lackluster record that has suddenly found itself with a lot
of money that it needs to invest as a result of selling stock.
CNY Financial is not a good fit for many reasons. Factors disclosed in
their recent prospectus lead me to believe that our management philosophies and
banking cultures are very different. The history of hostile takeovers is not
good -- local Boards of Directors, executives and key management do not survive.
There is job loss in the communities and customer service suffers. As a new
company, CNY Financial has no history of paying dividends to its
<PAGE>
shareholders. On the other hand, we have paid a dividend on our stock, without
interruption, since 1851 -- a record unmatched by most of Wall Street.
For all of these reasons, I urge our shareholders to "stay the course" with
us. Vote FOR the merger of equals with Cortland First -- avoid solicitations by
CNY Financial or their representatives. And thanks to our employees, customers
and friends for their understanding and support during this difficult time.
Sincerely,
Robert H. Fearon, Jr.
Chairman of the Board
WHEN YOU VOTE YES, YOU VOTE FOR ONEIDA!
[Oneida Valley National Bank Logo]
