0001169232-06-002193 Sample Contracts

ALLIANCE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 4th, 2006 • Alliance Financial Corp /Ny/ • National commercial banks • New York

This sets forth the terms of the RESTRICTED STOCK AGREEMENT (“Agreement”), entered into as of the 5th day of May, 2006 by and between ALLIANCE FINANCIAL CORPORATION (“Company”) and J. Daniel Mohr, an employee of the Company or one of its subsidiaries (“Grantee”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 4th, 2006 • Alliance Financial Corp /Ny/ • National commercial banks

THIS AGREEMENT is made as of May 3, 2006 by and between (i) ALLIANCE FINANCIAL CORPORATION, a New York corporation and registered bank holding company (“Corporation”) and ALLIANCE BANK, N.A. a wholly owned subsidiary of the Corporation (“Bank”), having a principal place of business at 120 Madison Street, Syracuse, Onondaga County, New York, (the Corporation and the Bank are referred to collectively in this agreement as the “Employer”), and (ii) J. DANIEL MOHR currently residing in Baldwinsville, New York “(Executive”).

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