0001169232-07-000458 Sample Contracts

ALLIANCE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 2nd, 2007 • 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 30th day of January 2007 by and between ALLIANCE FINANCIAL CORPORATION (“Company”) and John H. Watt, Jr., an employee of the Company or one of its subsidiaries (“Grantee”).

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ALLIANCE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 2nd, 2007 • 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 30th day of January 2007, by and between ALLIANCE FINANCIAL CORPORATION (“Company”) and Jack H. Webb, an employee of the Company or one of its subsidiaries (“Grantee”).

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