0000763563-08-000060 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 13th, 2008 • Chemung Financial Corp • State commercial banks • New York

This Change of Control Agreement ("Agreement") is hereby entered into on this 23rd day of August, 2007, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 ("Bank"), and MELINDA A. SARTORI, ("Executive").

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EMPLOYMENT CONTRACT ADDENDUM
Employment Contract • March 13th, 2008 • Chemung Financial Corp • State commercial banks

Reference is made to a certain Employment Contract dated November 8, 2001 (referred to herein as the "Agreement), by and between CHEMUNG CANAL TRUST COMPANY, a New York banking corporation located at One Chemung Canal Plaza, P.O. Box 1522, Elmira, New York 14902-1522 (therein referred to as the "Bank"), and JAN P. UPDEGRAFF, (therein referred to as the "Employee").

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 13th, 2008 • Chemung Financial Corp • State commercial banks • New York

This Change of Control Agreement ("Agreement") is hereby entered into on this 23rd day of August, 2007, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 ("Bank"), and JOHN R. BATTERSBY, JR., ("Executive").

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