0001193125-10-018221 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 1st, 2010 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This sets forth the EMPLOYMENT AGREEMENT made and entered into as of January 26, 2010 (the “Effective Date”) by and among (i) Alliance Financial Corporation, a New York corporation (“Corporation”), Alliance Bank, N.A. (“Bank”), which is a wholly-owned subsidiary of the Corporation (the Corporation and Bank are hereafter referred to collectively as the “Employer”), having an office in Syracuse, New York, and (ii) J. Daniel Mohr, an individual currently residing at (“Executive”).

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ALLIANCE BANK, N.A. SPLIT DOLLAR AGREEMENT
Split Dollar Agreement • February 1st, 2010 • Alliance Financial Corp /Ny/ • National commercial banks • New York

THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) is made as of this 27th day of January, 2009 by and between Alliance Bank, N.A., and Jack H. Webb (the “Employee”).

First Amendment to the Amended and Restated Supplemental Retirement Agreement between Alliance Financial Corporation, Alliance Bank, N.A. and Jack H. Webb
Retirement Agreement • February 1st, 2010 • Alliance Financial Corp /Ny/ • National commercial banks

WHEREAS, Alliance Financial Corporation, Alliance Bank, N.A., and Jack H. Webb have previously entered into an Amended and Restated Supplemental Retirement Agreement (the “SERP”) dated November 28, 2006;

AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT
Supplemental Retirement Agreement • February 1st, 2010 • Alliance Financial Corp /Ny/ • National commercial banks • New York

THIS SETS FORTH an amended and restated Agreement to provide supplemental retirement income, made and entered into this 28th day of November, 2006, by and between ALLIANCE FINANCIAL CORPORATION, a New York corporation and registered bank holding company (“Corporation”) and ALLIANCE BANK, N.A., a national banking institution and a wholly-owned subsidiary of the Corporation (hereinafter referred to as the “Bank”), and JACK H. WEBB, who resides at (hereinafter referred to as the “Employee”).

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