EXHIBIT 10.2

                                STOCK OPTION PLAN




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                             FIRST AMENDMENT TO THE
                             ONEIDA FINANCIAL CORP.
                             2000 STOCK OPTION PLAN


     Pursuant to Section 20 of the Oneida Financial Corp. 2000 Stock Option Plan
(the "2000 Plan"), the 2000 Plan is hereby amended, effective as of December 29,
2005, as follows:

     1.   By adding the following new Section 9(c) to the 2000 Plan:

          "(c) Relinquishment of Rights. Notwithstanding anything in the Plan to
the contrary,  effective as of December 29, 2005, the Committee  shall not grant
any new Awards of Limited Rights to any Key Employees or Directors. With respect
to outstanding  Awards of Limited Rights granted prior to December 29, 2005, the
Board of Directors  shall take such action as it  determines to be necessary and
appropriate to obtain the consent of Participants to relinquish  their rights to
such outstanding  Limited Rights prior to December 31, 2005.  Outstanding Awards
of  Limited  Rights  that  are  relinquished  by  Participants  pursuant  to the
foregoing  shall be evidenced by a written  consent form signed and dated by the
affected  Participant  in  accordance  with  Section  20 of the Plan,  provided,
however,  that  nothing in the consent  form shall (i) affect the  Participant's
other rights under his outstanding  Options, or (ii) restrict the ability of the
Company,  in its sole  discretion,  or any third party to make a cash payment to
the  Participant  in  exchange  for  the  termination  or  cancellation  of  the
Participant's  Options.  Limited Rights for which no Participant consent form is
received  by the  Company  shall  remain  subject  to  the  relevant  terms  and
provisions of the Plan."

     2.   By adding the following  sentence at the end of Section 15 of the 2000
          Plan:

"Notwithstanding  anything in the Plan to the contrary, no provision of the Plan
shall  operate  to  require  the cash  settlement  of a stock  option  under any
circumstance that is not within the sole discretion of the Company."

     3.   By substituting the following for Section 18(a) of the 2000 Plan:

          "(a) provide that such Options shall be assumed, or equivalent options
shall be  substituted  ("Substitute  Options") by the  acquiring  or  succeeding
corporation  (or an affiliate  thereof),  provided that: (A) any such Substitute
Options  exchanged for Incentive  Stock Options shall meet the  requirements  of
Section  424(a)  of the Code,  and (B) the  shares  of stock  issuable  upon the
exercise of such Substitute  Options shall constitute  securities  registered in
accordance  with the  Securities  Act of 1933,  as amended  ("1933 Act") or such
securities  shall be exempt from such  registration  in accordance with Sections
3(a)(2) or 3(a)(5) of the 1933 Act, (collectively,  "Registered Securities"), or
in the alternative, and in the sole discretion of the Company, if the securities
issuable  upon the  exercise of such  Substitute  Options  shall not  constitute
Registered  Securities,  then the Participant will receive upon  consummation of
the Change in Control a cash  payment for each Option  surrendered  equal to the
difference between the (1) Fair Market Value of the consideration to be received
for each  share of Common  Stock in the  Change in  Control  times the number of
shares  of  Common  Stock  subject  to  such  surrendered  Options,  and (2) the
aggregate exercise price of all such surrendered Options, or"

     IN WITNESS WHEREOF,  Oneida Financial Corp. has caused this amendment to be
adopted by a duly authorized officer, this 30th day of December, 2005.


                             ONEIDA FINANCIAL CORP.
                             By: /s/ Michael R. Kallet
                                 -------------------------------------
                             Its President and Chief Executive Officer
                                 -------------------------------------