EMPLOYMENT AGREEMENT


     This AGREEMENT ("Agreement") is made as of June 1, 2008, by and between The
Oneida Savings Bank (the "Bank"),  a New York chartered  savings bank, Thomas H.
Dixon,  an individual  residing in Oneida,  New York,  ("Executive")  and Oneida
Financial  Corp.  (the  "Company"),  a  federally-chartered  corporation and the
holding company of the Bank, as guarantor. The Bank and Company are collectively
referred to as the "Employer".

     WHEREAS,  Executive  and the Board of Directors of the Bank desire to enter
into an  agreement  setting  forth  the  terms  and  conditions  of  Executive's
employment and provide for the continued service of the Executive; and

     WHEREAS,  the Bank  recognizes  the  importance  of Executive to the Bank's
operations,  and desires to assure the  continuity of its  management and enable
the Executive to devote his full attention to management  responsibilities  when
faced with a possible change in control of the Bank or the Company.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein contained, it is hereby agreed as follows:

1.   Employment.

     (a) Term. The initial term of employment  under this Agreement shall be for
the period  commencing on the date hereof and ending on May 31, 2011.  Not later
than six months prior to the expiration of this Agreement,  the parties agree to
commence  discussions  regarding  a renewal of this  Agreement.  If the  parties
cannot  reach  agreement  regarding  the  terms for a  renewal  agreement,  this
Agreement  shall  automatically  renew for a 12 month period unless either party
provides  written  notice of intent  not to renew at least 60 days  prior to the
expiration  of this  Agreement.  The  initial  term  and any  renewal  term  are
collectively referred to herein as the "Employment Term."

     (b) Duties. The Executive shall serve as Executive Vice President and Chief
Credit Officer of the Bank and Company during the Employment Term and shall have
such responsibilities,  duties and authority as is customary for persons serving
in similar officer positions and as may from time to time be reasonably assigned
by the respective Boards of the Employer. The Executive shall be responsible for
implementing the policies of the Board of Directors of the Company and the Board
of Directors of the Bank, and shall report to the President and Chief  Executive
Officer. In such capacity,  Executive agrees to discharge his duties to the best
of his  abilities  and to  devote  substantially  all of his  working  time  and
attention  to the  performance  of his duties under this  Agreement.  During the
Employment  Term,  there  shall  be no  material  decrease  in  the  duties  and
responsibilities  of the  Executive  other than as provided  herein,  unless the
parties  otherwise agree in writing.  During the Employment  Term, the Executive
shall not be required to relocate,  without his consent, his place of employment
to a  location  more than 25 miles  away from the  Employer's  Oneida,  New York
location to perform his duties hereunder,  except for reasonably required travel

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by the  Executive on the business of the  Employer.  The Executive may affiliate
with professional  associations,  business and civic organizations in support of
his role as an officer of the Bank,  provided that  Executive's  involvement  in
such  activities  does not  adversely  affect the  performance  of his duties on
behalf of the Company or the Bank or the reputation of the Company or Bank.

2.       Compensation and Benefits.

     (a) Base Salary.  The Executive shall initially be paid a base salary at an
annualized  rate  of  $190,000.00  (as  may be  adjusted  from  time  to time in
accordance with this Agreement,  "Base Salary"),  payable in accordance with the
Employer's regular payroll practices for its employees.  On an annual basis, the
Executive's  Base Salary  shall be reviewed by the Employer and may be increased
in the  discretion of the Board of Directors and  Compensation  Committee of the
Employer.  In reviewing the Executive's  Base Salary,  the Board of Directors of
the   Employer   shall   consider   the   Executive's   performance,   scope  of
responsibility,  and  such  other  matters  as the  Board  of  Directors  or the
Compensation  Committee of the Board deems  appropriate.  The Base Salary of the
Executive shall not be decreased at any time during the current  Employment Term
from the  amount  then in  effect,  unless  the  Executive  otherwise  agrees in
writing.

     (b) Bonuses and Incentive Compensation.  The Executive shall be eligible to
participate in an equitable  manner with all other  employees of the Employer in
any bonus or other  incentive  programs  (including  any stock  option or equity
compensation  plans) as may be  authorized,  declared  and paid by the Boards of
Directors of the Employer.  This  provision  shall not preclude the grant of any
other bonus or  compensation  to the  Executive  as  determined  by the Board of
Directors of the Employer.

         (c) Benefit Plans. The Executive shall be eligible to participate in
any employee pension benefit plans (as that term is defined under Section 3(2)
of the Employee Retirement Income Security Act of 1974, as amended), group life
insurance plans, medical plans, dental plans, long-term disability plans, and
other fringe benefit plans or programs maintained by the employer for the
benefit of its employees ("Benefit Plans"). The Executive's participation in any
such benefit plans and programs (before or after termination) shall be based on,
and subject to satisfaction of, the eligibility requirements and other
conditions of such plans and programs notwithstanding any provisions of this
Agreement. The Executive shall be entitled to such supplemental benefits as set
forth on the attached Exhibit A to this Agreement, which may be amended from
time-to-time upon the mutual agreement of Executive and Employer.

     (d) Expenses.  The Executive is authorized to incur reasonable  expenses in
the  performance  of his  duties  hereunder,  including  the  costs of  business
entertainment,  travel, and attendance at meetings. The Employer shall reimburse
the Executive for all such expenses  promptly upon periodic  presentation by the
Executive of an itemized account of such expenses.

     (e) Other  Benefits.  During the period of employment,  the Executive shall
also be entitled to receive the following benefits:

          (i) Paid vacation in accordance with the Employer's Employee Handbook;

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          (ii) Reasonable  sick leave  consistent with the Bank's policy in that
regard for other executive officers; and

          (iii) Reimbursement of fees or dues (but not personal expenses) for up
to two club  memberships  of the  Executive at dining or country clubs as may be
beneficial to the  Executive's  role with the Bank. The choice of clubs shall be
subject to review and  disapproval  by the Board of Directors of the Bank at any
time.  (iv) The Executive will receive a monthly  vehicle  allowance of $700 for
the purchase/lease and maintenance of a vehicle available for necessary business
travel  commensurate  with the  Executive's  duties  and  role  with the Bank as
reviewed and approved by the Board of Directors.

     (f) Exclusivity of Salary and Benefits.  Executive shall not be entitled to
any  payments or benefits  other than those  provided  under this  Agreement  or
referred to in Exhibit A.

3.   Termination.

     Prior to a Change of Control,  the  Executive's  employment by the Employer
shall be subject to termination as follows:

     (a) Voluntary Termination.  The Executive may terminate this Agreement upon
not less than 60 days prior written notice  delivered to the Employer,  in which
event the Executive shall be entitled only to the  compensation and benefits the
Executive has earned or accrued  through the date of  termination.  Employer may
appropriately adjust Executive's duties upon notice of such termination.

     (b)  Termination  Upon  Death.  This  Agreement  shall  terminate  upon the
Executive's  death. In the event this Agreement is terminated as a result of the
Executive's  death, the Employer shall continue payments of the Executive's Base
Salary and payments  related to Executive's  participation  in the Benefit Plans
which  would  have  otherwise  been due for a period  of 90 days  following  the
Executive's death to the Executive's estate or designated beneficiaries.

     (c)  Termination  Upon  Disability.  Termination of Executive's  employment
based on  "Disability"  shall be  construed  to comply with  Section 409A of the
Internal  Revenue Code and shall be deemed to have occurred if: (i) Executive is
unable to engage in any substantial  gainful activity by reason of any medically
determinable  physical  or mental  impairment  that can be expected to result in
death,  or last for a  continuous  period  of not less than 12  months;  (ii) by
reason of any medically  determinable  physical or mental impairment that can be
expected to result in death, or last for a continuous period of not less than 12
months,  Executive is receiving income replacement  benefits for a period of not
less than three months under an accident and health plan  covering  employees of
the Bank or the Company; or (iii) Executive is determined to be totally disabled
by the Social Security Administration.

     The Employer may terminate this Agreement upon the Executive's  Disability.

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Once the Executive is determined to be Disabled, the Executive shall be entitled
to 100% of the Executive's Base Salary and continued  non-taxable benefits under
the Benefit Plans for a period of 26 consecutive weeks immediately following the
date on which the Executive is  determined to be Disabled,  reduced by any other
Employer-provided  benefits to which the  Executive may be entitled with respect
to such Disability  (including,  but not limited to, benefits provided under any
disability insurance policy or program,  worker's compensation law, or any other
benefit  program or  arrangement).  Any payment of Base Salary  shall be made in
accordance with the regular payroll practices of the Bank.

     (d)  Termination  for Cause.  The Employer may  terminate  the  Executive's
employment for Cause by written  notice to the  Executive.  For purposes of this
Agreement,   "Cause"  shall  mean  the  Executive's  (1)  personal   dishonesty,
incompetence,  or willful  misconduct;  (2) breach of fiduciary  duty  involving
personal profit or intentional  failure to perform  material stated duties;  (3)
willful violation of any law, rule, or regulation (other than traffic violations
or similar  offenses);  (4) being a specific subject of a final cease and desist
order from,  written  agreement  with, or other order or  supervisory  direction
from, any federal or state regulatory authority; or (5) conviction or indictment
of Executive for a felony or any misdemeanor involving moral turpitude,  deceit,
dishonesty or fraud. In determining incompetence, the acts or omissions shall be
measured against standards  generally  prevailing in the financial  institutions
industry;  provided,  it shall be the burden of the  Employer to  establish  the
alleged  acts and  omissions  and the  prevailing  nature of the  standards  the
Employer shall have alleged are violated by such acts and/or omissions.

     Notwithstanding  any  other  term or  provision  of this  Agreement  to the
contrary,  if the Executive's  employment is terminated for Cause, the Executive
shall forfeit all rights to payments and benefits otherwise provided pursuant to
this Agreement;  provided,  however,  that Base Salary shall be paid through the
date of termination.

     (e) Termination  Without Cause.  The Employer may terminate the Executive's
employment for reasons other than Cause upon not less than 60 days prior to when
written notice is delivered to the Executive,  in which event the Employer shall
(i) pay to the Executive within 30 days following the date of termination a lump
sum payment  equal to (i) the unpaid Base Salary that would have been paid to or
earned  by the  Executive  pursuant  to this  Agreement,  if the  Executive  had
remained  employed  under the  terms of this  Agreement  through  the end of the
Employment  Term, or for a period of 6 months following the date of termination,
whichever period is longer; and (ii) a cash bonus payment equal to the estimated
amount necessary for the Executive to use the after-tax  portion of said payment
to pay the  premiums  of the  Executive's  supplemental  benefits as provided in
Exhibit A for a period of 18 months following the termination date. In addition,
the Employer shall provide  continued life  insurance  coverage and  non-taxable
medical  and dental  insurance  coverage at  substantially  the same levels that
existed  prior  to the  termination  for a period  of 18  months  following  the
termination  date. If the Executive  terminates his employment with the Employer
during the  Employment  Term for "Good Reason"  (defined in Section 4(d) below),
other than following a Change of Control,  such  termination  shall be deemed to
have been a termination by the Employer of the  Executive's  employment  without
Cause.

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     Notwithstanding the foregoing,  if Executive's employment ends prior to May
31, 2011 for reasons other than Cause and under  circumstances that entitled the
Executive  to payments  and  benefits  under  paragraph  4(a) of this  Agreement
(regarding a "Change of  Control"),  then amounts that may be payable under this
paragraph  3(e) shall be reduced by payments  made to Employee  under  paragraph
4(a).

     (f) Change of Control. If the Executive's  employment by the Employer shall
cease for any reason other than Cause,  death or  disability  of  Executive,  or
termination  for Good  Reason by  Executive  within six  months  prior to, or 12
months  following,  a Change of Control that occurs during the Employment  Term,
the  provisions  of  paragraph 4 below shall apply even if the  Employment  Term
under this Agreement has expired.

     (g) Resignation.  Effective upon the Executive's  termination of employment
for any  reason,  the  Executive  hereby  resigns  from any and all  offices and
positions   (including  any  director  positions)  related  to  the  Executive's
employment  with the Employer and any  subsidiaries or affiliates  thereof,  and
held by the Executive at the time of termination.

     (h)  Regulatory  Limits.   Notwithstanding  any  other  provision  in  this
Agreement,  (i) the Employer may  terminate  or suspend this  Agreement  and the
employment of the Executive  hereunder,  as if such  termination  were for Cause
under Section 3(d) hereof, to the extent required by applicable Federal or state
law related to banking, deposit insurance or bank or savings institution holding
companies or by  regulations or orders issued by the Federal  Deposit  Insurance
Corporation  or any other  state or federal  banking  regulatory  agency  having
jurisdiction  over the Company or the Bank and (ii) no payment shall be required
to be made to or for the benefit of the  Executive  under this  Agreement to the
extent such payment is prohibited by applicable law,  regulation or order issued
by a banking agency or a court of competent jurisdiction; provided that it shall
be the Employer's burden to establish that any such action was so required.

4.   Termination Following a Change of Control.

     (a)  Subject  to the limits  set forth in  Section  4(b),  in the event the
Employer  terminates  the  Executive's  employment for reasons other than Cause,
death or Disability of Executive,  or the Executive  terminates  employment with
Good Reason,  in either case within six months prior to, or 12 months  after,  a
Change of Control, the Employer shall, within 30 days following termination, (i)
pay to the  Executive  a lump sum cash  payment  equal to 2.99 times the average
annual  compensation  paid to the  Executive  by  Employer  and  included in the
Executive's  gross income for income tax purposes  during the five full calendar
years, or shorter period of employment, that immediately precede the year during
which the Change of Control  occurs,  and (ii) a cash bonus payment equal to the
estimated  amount  necessary for the  Executive to use the after-tax  portion of
said payment to pay the  premiums of the  Executive's  supplemental  benefits as
provided in Exhibit A for a period of 18 months following the termination  date.
In addition,  the Employer shall provide  continued life insurance  coverage and
non-taxable  medical and dental  insurance  coverage at  substantially  the same
levels that existed prior to the termination for a period of 18 months following
the termination date.

<PAGE>

     (b) Limitation. Notwithstanding anything in this Agreement to the contrary,
in the event that the amount  payable to the Executive  pursuant to Section 4(a)
above,  when added to all other  amounts paid or to be paid to, and the value of
all property  received or to be received by the Executive in  anticipation of or
following  a Change  of  Control,  whether  paid or  received  pursuant  to this
Agreement or otherwise (such other amounts and property being referred to herein
as "Other Change in Control  Payments"),  would  constitute an excess  parachute
payment within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (or any successor or  renumbered  section),  then the amount  payable
pursuant  to Section  4(a) of this  Agreement  shall be  reduced to the  maximum
amount  which,  when added to such Other Change in Control  Payments,  would not
constitute an excess parachute payment. The allocation of any reduction required
by  this  subparagraph  among  various  payments  shall  be  made  based  on the
directions of the Executive,  provided,  however,  that if it is determined that
such directions by the Executive shall be in violation of Code Section 409A, the
allocation of the required reduction shall be pro-rata.

     (c) For purposes of this Agreement, a "Change of Control" shall mean:

          (1) Acquisition of Significant Share Ownership: The acquisition by any
individual,  entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act")) (a
"Person") of beneficial  ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 25% or more of the combined  voting power of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting  Securities");  provided,
however,  that for purposes of this subsection  (1), the following  acquisitions
shall not constitute a Change of Control:  (i) any acquisition directly from the
Company or Oneida Financial,  MHC, (ii) any acquisition by the Company or Oneida
Financial,  MHC, (iii) any acquisition by any employee  benefit plan (or related
trust) sponsored or maintained by the Company or Oneida Financial, MHC, the Bank
or any other  corporation  controlled by the Company or Oneida  Financial,  MHC,
(iv) the  reorganization of Oneida Financial MHC to a converted stock entity, or
(v) any acquisition by any corporation  pursuant to a transaction  that complies
with clauses (i), (ii), and (iii) of subsection (3) of this Section 4(c); or

          (2)  Change  in Board  Composition:  Individuals  who,  as of the date
hereof, constitute the Board of Directors of the Company (the "Incumbent Board")
cease  for any  reason  to  constitute  at  least a  majority  of such  Board of
Directors (the "Company Board"); provided, however, that any individual becoming
a director  subsequent  to the date hereof whose  election,  or  nomination  for
election by Company shareholders,  was approved by a vote of at least a majority
of the directors  then  comprising  the  Incumbent  Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,  for
this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Company Board; or

          (3) Merger with Third Party: Consummation of reorganization, merger or
consolidation  of the Company  with another  entity (a "Business  Combination"),
unless, following such Business Combination, (i) all or substantially all of the

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individuals  and  entities  who were the  beneficial  owners of the  Outstanding
Company  Voting  Securities  immediately  prior  to  such  Business  Combination
beneficially own, directly or indirectly,  more than 50% of the then outstanding
shares of common  stock and the combined  voting  power of the then  outstanding
voting securities entitled to vote generally in the election of directors of the
corporation  resulting  from  such  Business  Combination  (including,   without
limitation, a corporation which as a result of such transaction owns the Company
or all or  substantially  all of the Company's assets either directly or through
one or more  subsidiaries)  in  substantially  the  same  proportions  as  their
ownership,  immediately  prior  to such  Business  Combination,  (ii) no  Person
(excluding  any  corporation  resulting  from such Business  Combination  or any
employee  benefit  plan (or  related  trust)  of the  Company,  the  Bank,  such
corporation resulting from such Business Combination or a corporation controlled
by any of them)  beneficially owns,  directly or indirectly,  25% or more of the
then outstanding  shares of common stock of the corporation  resulting from such
Business Combination or the combined voting power of the then outstanding voting
securities of such corporation  except to the extent that such ownership existed
prior to the Business  Combination  and (iii) at least a majority of the members
of the board of  directors  of the  corporation  resulting  from  such  Business
Combination  were members of the Incumbent Board at the time of the execution of
the initial agreement, providing for such Business Combination; or

          (4)  Sale  of  Assets:   The  Company  sells  or  deposes  of  all  or
substantially all of its assets to a third party.

     (d) "Good Reason" shall mean the  Executive's  resignation  from the Bank's
employ upon any of the following, unless consented to by Executive:

          (1) failure to appoint  Executive to the position set forth in Section
1, or a material change in Executive's  function,  duties, or  responsibilities,
which  change  would  cause  Executive's   position  to  become  one  of  lesser
responsibility,  importance,  or scope from the  position  and  responsibilities
described  in Section 1, to which  Executive  has not agreed in writing (and any
such material  change shall be deemed a continuing  breach of this  Agreement by
the Bank);

          (2) a relocation  of  Executive's  principal  place of employment to a
location  that is more than 25 miles from the  location of the Bank's  principal
executive offices as of the date of this Agreement;

          (3) a material  reduction in the benefits and  perquisites,  including
Base Salary,  to Executive  from those being  provided as of the Effective  Date
(except for any reduction that is part of a reduction in pay or benefits that is
generally applicable to officers or employees of the Bank);

          (4) a liquidation or dissolution of the Company or the Bank;

          (5) a material breach of this Agreement by the Company or the Bank.

     Upon the  occurrence  of any event  described  in clauses  (1)  through (5)
above,  the Executive  shall have the right to elect to terminate his employment
under this Agreement by resignation  within a reasonable  period of time (not to
exceed ninety (90) days) after the event giving rise to the right to elect.  The

<PAGE>

Bank shall have at least 30 days to remedy  any  condition  set forth in clauses
(1)  through  (5) above,  provided,  however the Bank shall be entitled to waive
such period and make an  immediate  payment in  accordance  with the  applicable
section of this Agreement.

5.   Covenants.

     (a)  Confidentiality.  The Executive  shall not,  without the prior written
consent  of  the  Employer,  disclose  or  use in any  way,  either  during  the
Employment  Term  or  thereafter,  except  as  required  in  the  course  of his
employment by Employer,  any confidential  business or technical  information or
trade  secret  acquired  in the  course  of the  Executive's  employment  by the
Employer.  The Executive  acknowledges  and agrees that it would be difficult to
fully  compensate  the  Employer  for  damages  resulting  from  the  breach  or
threatened breach of the foregoing provision and, accordingly, that the Employer
shall be entitled to temporary preliminary injunctions and permanent injunctions
to enforce such  provision.  This  provision  with respect to injunctive  relief
shall not, however,  diminish the Employer's right to claim and recover damages.
The Executive  covenants to use his best efforts to prevent the  publication  or
disclosure of any trade secret or any  confidential  information  concerning the
business  or finances of  Employer  or  Employer's  affiliates,  or any of their
dealings, transactions or affairs which may come to the Executive's knowledge in
the pursuance of his duties or employment.

     (b) No Competition.  The Executive's employment is subject to the condition
that during the term of his  employment  hereunder and for a period of 24 months
following the date his employment ceases for any reason, the Executive (i) shall
not, directly or indirectly, own, manage, operate, control or participate in the
ownership,  management,  operation or control of, or be connected as an officer,
employee,  partner,  director,  individual  proprietor,  lender,  consultant  or
otherwise with, or have any financial  interest in, or aid or assist anyone else
in the  conduct of, any entity or business  (a  "Competitive  Operation")  which
competes in the banking  industry or with any other  business  conducted  by the
Employer or by any group, affiliate,  division or subsidiary of the Employer, in
Madison,  Oneida  or  Onondaga  County,  (ii)  will  refrain  from  directly  or
indirectly employing,  attempting to employ, recruiting or otherwise soliciting,
inducing or influencing any person to leave  employment  with the Employer;  and
(iii) will refrain from  soliciting or encouraging  any customer to terminate or
otherwise  modify  adversely its business  relationship  with the Employer.  The
Executive  shall fully  advise the  Employer as to any  activity,  interest,  or
investment the Executive may be involved in that might violate the terms of this
paragraph upon the request of Employer.

     (c)  Termination  of  Payments.  Upon the  breach by the  Executive  of any
covenant under this Section 5, the Employer may terminate, offset and/or recover
from  the  Executive  immediately  any and all  benefits  paid to the  Executive
pursuant to this Agreement,  in addition to any and all other remedies available
to the Employer under the law or in equity.

     (d) Modification.  Although the parties consider the restrictions contained
in this Section 5 reasonable as to protected business,  duration, and geographic
area,  in the event that any court of  competent  jurisdiction  deems them to be
unreasonable,  then such  restrictions  shall  apply to the  broadest  business,
longest period, and largest geographic territory as may be considered reasonable
by such court, and this Section 5, as so amended, shall be enforced.

<PAGE>

     (e) Other  Agreements.  The Executive  represents and warrants that neither
the Executive's employment with the Employer nor the Executive's  performance of
his  obligations  hereunder  will  conflict  with  or  violate  the  Executive's
obligations  under the terms of any agreement with a previous  employer or other
party including  agreements to refrain from  competing,  directly or indirectly,
with the business of such previous employer or any other party.

6.   Miscellaneous.

     (a) Withholding.  The Employer shall deduct and withhold from  compensation
and benefits  provided under this Agreement all necessary  income and employment
taxes and any other similar sums required by law to be withheld.

     (b) Rules,  Regulations  and  Policies.  The  Executive  shall use his best
efforts to abide by and comply with all of the rules, regulations,  and policies
of the Employer,  including  without  limitation the Employer's policy of strict
adherence to, and  compliance  with,  any and all  requirements  of the banking,
securities, and antitrust laws and regulations.

     (c) Return of Employer's Property.  After the Executive has received notice
of  termination  or at the  end of  his  period  of  employment  with  Employer,
whichever first occurs,  the Executive shall immediately  return to Employer all
documents and other property in his possession belonging to Employer.

     (d)  Construction  and  Severability.  The  invalidity  of  anyone  or more
provisions  of this  Agreement  or any part  thereof,  all of which are inserted
conditionally  upon their being valid in law,  shall not affect the  validity of
any  other  provisions  to this  Agreement;  and in the  event  that one or more
provisions  contained  herein  shall be  invalid,  as  determined  by a court of
competent  jurisdiction,  this  Agreement  shall be construed as if such invalid
provisions had not been inserted.

     (e)  Governing  Law.  This  Agreement  shall be governed by the laws of the
United States,  where applicable,  and otherwise by the laws of the State of New
York other than the choice of law rules thereof.

     (f) Assignability and Successors. This Agreement may not be assigned by the
Executive or the Employer,  except that this Agreement shall be binding upon and
shall inure to the benefit of the  successor of the Employer  through  merger or
corporate  reorganization  including the successor to the Company resulting from
any reorganization of Oneida Financial, MHC to a stock entity.

     (g) Jurisdiction and Venue. The jurisdiction of any proceeding  between the
parties  arising out of, or with respect to, this Agreement  shall be in a court
of competent  jurisdiction  in New York State,  and venue shall be in Madison or
Onondaga County. Each party shall be subject to the personal jurisdiction of the
courts of New York State.

<PAGE>

     (h)  Arbitration  of Disputes.  Any  controversy or claim arising out of or
relating to this Agreement or the breach thereof or otherwise arising out of the
Executive's employment or the termination of that employment (including, without
limitation,  any claims of unlawful employment  discrimination  whether based on
age or otherwise)  shall, to the fullest extent  permitted by law, be settled by
arbitration  in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
("AAA")  in  Syracuse,  New  York in  accordance  with  the  rules  of the  AAA,
including,  but not  limited  to,  the rules and  procedures  applicable  to the
selection of arbitrators. Judgment upon the award rendered by the arbitrator may
be  entered  in any  court  having  jurisdiction  thereof.  Notwithstanding  the
foregoing,  this Section  shall not preclude  either party from pursuing a court
action for the sole  purpose of  obtaining  a temporary  restraining  order or a
preliminary  injunction in  circumstances  in which such relief is  appropriate;
provided  that  any  other  relief  shall  be  pursued  through  an  arbitration
proceeding pursuant to this Section.

     (i) Entire  Agreement;  Amendment.  This Agreement  constitutes  the entire
understanding  and  Agreement  between the parties  with  respect to the subject
matter hereof and shall supersede all prior understandings and agreements.  This
Agreement cannot be amended, modified, or supplemented in any respect, except by
a subsequent written agreement entered into by the parties hereto.

     (j)  Separation  from  Service.   Notwithstanding  anything  else  in  this
Agreement,  the  Executive's  employment  shall  not  be  deemed  to  have  been
terminated  under this Agreement unless and until the Executive has a Separation
from Service within the meaning of Section 409A of the Internal  Revenue Code of
1986, as amended (the  "Code").  For purposes of this  Agreement,  a "Separation
from Service"  shall have occurred if the Employer and the Executive  reasonably
anticipate  that either no further  services  will be performed by the Executive
after the date of the  termination  (whether as an employee or as an independent
contractor)  or the level of further  services  performed will not exceed 49% of
the  average  level  of  bona  fide  services  in  the  thirty-six  (36)  months
immediately  preceding  the  termination.   For  all  purposes  hereunder,   the
definition  of  Separation  from Service shall be  interpreted  consistent  with
Treasury Regulation Section 1.409A-1(h)(1)(ii).



<PAGE>


     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                                          THE ONEIDA SAVINGS BANK


                                          By:/s/ Rodney D. Kent
                                             -----------------------------------
                                             Rodney D. Kent
                                             Chairman of the Executive Committee


                                          By:/s/ Patricia D. Caprio
                                             -----------------------------------
                                             Patricia D. Caprio
                                             Chairman of Compensation Committee

                                          ONEIDA FINANCIAL CORP.


                                          By:/s/ Richard B. Myers
                                             -----------------------------------
                                             Richard B. Myers
                                             Chairman


                                          By:/s/ Patricia D. Caprio
                                             -----------------------------------
                                             Patricia D. Caprio
                                             Chairman of Compensation  Committee

                                          EXECUTIVE:

                                          /s/ Thomas H. Dixon
                                          ------------------------------------
                                          Thomas H. Dixon


<PAGE>


                                                                       Exhibit A
                                                                       ---------



                              SUPPLEMENTAL BENEFITS

In accordance with Section 2(c) of the Employment Agreement,  dated June 1, 2008
between Thomas H. Dixon, The Oneida Savings Bank and Oneida Financial Corp. (the
"Employment  Agreement"),   this  Exhibit  contains  the  exclusive  listing  of
supplemental  benefits  which the  Executive  is  entitled to in addition to the
compensation and benefits expressly referenced in the Employment Agreement. This
Exhibit  may be  amended  from  time-to-time  upon the mutual  agreement  of the
Executive and the Compensation Committee and Board of Directors of Employer.


     1.  Supplemental  Life  Insurance - The Company will provide the  Executive
         with  additional  term life  insurance to supplement the group coverage
         provided to all employees of the Company, the cost of this policy to be
         paid by the Company  with the  Executive  responsible  for the personal
         income tax consequences of the additional benefit. The Company provides
         a group plan with a death  benefit  equal to three and  one-half  times
         Base Salary with a maximum benefit of $300,000.00.  The additional term
         life  insurance  provided  under this  agreement is a supplement to the
         group term life  insurance  provided to all  employees  to.  provide an
         overall benefit to the Executive equal to three and one-half times Base
         Salary without a benefit cap.

     2.  Supplemental  Long-Term Disability Insurance - The Company will provide
         the Executive  with a long-term  disability  policy to  supplement  the
         group  coverage  provided to all  employees of the  Company.  The group
         coverage  provides a benefit  equal to two-thirds of Base Salary with a
         maximum  benefit of $6,000.00  per month.  The  supplemental  long-term
         disability  insurance  will wrap the current group policy to provide an
         overall  benefit to the  Executive  equal to  two-thirds of Base Salary
         without  a  benefit  cap.  The cost of this  benefit  to be paid by the
         Company.