Exhibit 10.2 Form of Restricted Stock Award for Outside Directors


                             ONEIDA FINANCIAL CORP.
                       2006 RECOGNITION AND RETENTION PLAN

                           RESTRICTED STOCK AGREEMENT
                               (OUTSIDE DIRECTORS)


         A. An AWARD for a total of of common stock, par value $.01, of Oneida
Financial Corp. the "Company") is hereby granted to (the "Recipient"), subject
in all respects to the terms and provisions of the Oneida Financial Corp. 2006
Recognition and Retention Plan (the "Plan"), which has been approved by the
board of directors of The Oneida Savings Bank (the "Bank") and the stockholders
of the Company, which is incorporated herein by reference. The terms of this
Agreement are subject to the terms and conditions of the Plan, except where
otherwise indicated.

         B. The shares of common stock awarded hereunder shall bear a legend
restricting the transferability of such common stock (hereinafter referred to as
the "Restricted Stock"). The Restricted Stock awarded to the Recipient shall not
be sold, assigned, transferred, pledged, or otherwise encumbered by the
Recipient, except as hereinafter provided, until such Restricted Stock has
vested (the "Restricted Period"). Restricted Stock shall vest in equal
installments over a five (5) year period, with the first installment vesting on
December 31, 2006 and succeeding installments vesting on each anniversary
thereof through December 31, 2010.

         C. Following the execution of this Restricted Stock Agreement, the
Recipient shall receive a certificate or certificates representing the shares of
Restricted Stock which have been awarded to him. Upon receipt of the Restricted
Stock certificate representing the shares awarded hereunder, the Recipient shall
execute and return to the Company a stock power or powers endorsed in blank
covering all such shares of Restricted Stock. Pursuant to the terms of the Plan,
the Company shall deposit the certificate or certificates representing the
Recipient's Restricted Stock Award, together with the stock power(s), with an
escrow agent specified by the Company (the "Escrow Agent").

         D. The Recipient shall have the right to vote the shares awarded
hereunder. The Recipient will also receive dividends declared with respect to
the shares.

         E. If the Recipient ceases to maintain continuous service with the
Company or the Bank for any reason other than death, Disability (as defined in
the Plan), or following a change in control, all shares of Restricted Stock
awarded to such Recipient which have not vested, shall be forfeited by such
Recipient. In the event the Recipient's service with the Company or an affiliate
terminates due to death, Disability or following a change in control, the
Restricted Stock allocated to the Recipient which as of the date of termination
has not yet vested, shall be deemed to vest as of the Recipient's last day of
service with the Company or an affiliate.

         F. At the time Restricted Stock vests under the Plan, the Company shall
deliver to the Recipient (or if Restricted Stock is deemed to vest due to the
Recipient's death, to the Recipient's beneficiary) shares of common stock of the
Company representing the amount earned, absent any restrictions that may have
been imposed under the Plan. Upon delivery of the shares of Common Stock to the
Recipient or beneficiary, such person shall execute and return to the Company an
Acknowledgment of Receipt of Earned Shares, in the form attached hereto.

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         G. A copy of the Plan governing this Restricted Stock Award is attached
hereto. The Recipient is invited to review all the provisions of the Plan
governing this Award.

Dated:
       --------------------

ATTEST:                                               ONEIDA FINANCIAL CORP.



By:                                               By:
    -----------------------                           --------------------------


         The Recipient acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that he is familiar with the terms and
provisions thereof. The Recipient hereby accepts this Award subject to all the
terms and provisions of the Plan. The Recipient hereby agrees to accept as
binding, conclusive, and final all decisions and interpretations of the
committee upon any questions arising under the Plan. As a condition to the
issuance of shares of common stock of the Company under this Award, the
Recipient authorizes the Bank to deduct from the settlement of an Award, any
taxes required to be withheld by the Bank under federal, state, or local law as
a result of his receipt of this Award.


Dated:
       --------------------
                                                  By:
                                                      --------------------------
                                                      Recipient

                   ACKNOWLEDGMENT OF RECEIPT OF EARNED SHARES


         I hereby acknowledge the delivery to me by Oneida Financial Corp. (the
"Company") on __________________________, of stock certificates for
_______________________shares of common stock of the Company earned by me
pursuant to the terms and conditions of the Oneida Financial Corp. Restricted
Stock Agreement, and the Oneida Financial Corp. 2006 Recognition and Retention
Plan, which shares were transferred to me on the Company's stock record books on
_______________________.


Dated:
       --------------------


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                                                     Recipient's name

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                                                     Recipient's signature