exh10-4.htm


    


    


    


    


    


    


    


    


    


    


    


    


    


    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED

    FEE
PLAN

    


    


    PATHFINDER
BANK

    


    


    


    


    AMENDED
AND RESTATED EFFECTIVE AS OF

    


    January
1, 2005

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED

    FEE
PLAN

    


    This
Amended and Restated Trustee Deferred Fee Plan for Pathfinder Bank (the “Plan”)
updates and revises the Trustee Deferred Fee Plan (the “Original Plan) for
Pathfinder Bank (the “Bank”), which was originally effective as of January 31,
2003.  This Plan formalizes the understanding by and between the Bank
and its trustees, which includes members of the board of directors of the Bank,
Pathfinder Bancorp, Inc., or Pathfinder Bancorp, MHC, herein after referred to
as “Trustee(s),” who shall be eligible to participate in this Plan, subject to
Bank approval, by execution of a Trustee Deferred Fee Plan Deferral Agreement
(“Deferral Agreement”) in the form provided by the Bank.  The terms
and conditions of any Deferral Agreements entered into under the Original Plan
shall remain in full force and effect under this Plan.   The Bank
has herein restated the Plan with the intention that the Plan shall at all times
satisfy Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations thereunder.  Pathfinder Bancorp, MHC, a
Federal mutual holding company, and Pathfinder Bancorp, Inc. (the “Holding
Company”) are parties to this Agreement for the sole purpose of guaranteeing the
Bank’s performance hereunder.

    


    W
I T N E S S E T H :

    


    WHEREAS, the Bank recognizes
the valuable services heretofore performed for it by its Trustees and wishes to
encourage continued service of each; and

    


    WHEREAS, the Bank values the
efforts, abilities and accomplishments of such Trustees and recognizes that the
Trustees’ services substantially contribute to its continued growth and profits
in the future; and

    


    WHEREAS, Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), effective January 1,
2005, requires that certain types of deferred compensation arrangements, such as
the Plan, comply with its terms or subject the recipients of such compensation
to current taxes and penalties; and

    


    WHEREAS, the Original Plan was
effective December 31, 2003; and

    


    WHEREAS, the Bank desires to
amend and restate the Original Plan, in order to comply with the requirements
set forth in Code Section 409A and the final regulations promulgated thereunder,
and for certain other purposes; and

    


    WHEREAS, the Bank and the
Trustees intend this Plan to be considered an unfunded
arrangement  for tax purposes and for purposes of the Employee
Retirement Income Security Act of 1974, as amended; and

    


    WHEREAS, the Bank has adopted
this Plan which controls all issues relating to the Deferred Compensation
Benefits as described herein.

    


    NOW, THEREFORE, in
consideration of the mutual promises herein contained, the parties hereto agree
to the following terms and conditions:

    


    SECTION
I

    DEFINITIONS

    


    When used
herein, the following words and phrases shall have the meanings below unless the
context clearly indicates otherwise:

    


    1.1           “Bank”
means Pathfinder Bank and any successor thereto.

    


    
      	
              1.2

            	
              “Beneficiary”
      means the person or persons (and their heirs) designated as Beneficiary in
      the Trustee’s Deferral Agreement to whom the deceased Trustee’s benefits
      are payable. If no Beneficiary is so designated, then the Trustee’s
      Spouse, if living, will be deemed the Beneficiary.  If the
      Trustee’s Spouse is not living, then the Children of the Trustee will be
      deemed the Beneficiaries and will take on a per stirpes
      basis.  If there are no Children, then the Estate of the Trustee
      will be deemed the Beneficiary.

            


    

    


    
      	
              1.3

            	
              “Benefit
      Age” shall be the birthday on which the Trustee becomes eligible to
      receive benefits under the plan. Such birthday shall be designated in the
      Trustee’s Deferral Agreement.

            


    

    


    
      	
              1.4

            	
              “Benefit
      Eligibility Date” shall be the date on which a Trustee is entitled to
      receive his Deferred Compensation Benefit.  It shall be the
      first day of the month following the month in which the Trustee attains
      the Benefit Age designated in his Deferral
  Agreement.

            


    

    


    
      	
              1.5

            	
              “Cause”
      means personal dishonesty, willful misconduct, willful malfeasance, breach
      of fiduciary duty involving personal profit, intentional failure to
      perform stated duties, willful violation of any law, rule, regulation
      (other than traffic violations or similar offenses), or final
      cease-and-desist order, material breach of any provision of this Plan, or
      gross negligence in matters of material importance to the
      Bank.  The cessation of service of the Trustee shall not be
      deemed to be for Cause unless and until the Trustee’s service is
      terminated in accordance with any procedure or requirements of the Bank’s
      Charter and Bylaws.

            


    

    


    
      	
              1.6

            	
              “Change
      in Control” of the Bank or Holding Company means a change in control of a
      nature that: (i) would be required to be reported in response to Item 5.01
      of the current report on Form 8-K, as in effect on the date hereof,
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      (the “Exchange Act”); or (ii) results in a Change in Control of the
      Company within the meaning of the Home Owners’ Loan Act, as amended, and
      applicable rules and regulations promulgated thereunder (collectively, the
      “HOLA”) as in effect at the time of the Change in Control; or (iii)
      without limitation such a Change in Control shall be deemed to have
      occurred at such time as (a) any “person” (as the term is used in
      Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
      “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Company representing 25% or
      more of the combined voting power of the Company’s outstanding securities
      except for any securities purchased by the Bank’s employee stock ownership
      plan or trust; or (b) individuals who constitute the Board on the date
      hereof (the “Incumbent Board”) cease for any reason to constitute at least
      a majority thereof, provided that any
      person becoming a director subsequent to the date hereof whose election
      was approved by a vote of at least three-quarters of the
      directors  comprising the Incumbent Board, or whose nomination
      for election by the Company’s stockholders was approved by the same
      Nominating Committee serving under an Incumbent Board, shall be, for
      purposes of this clause (b), considered as though he were a member of the
      Incumbent Board; or (c) a plan of reorganization, merger, consolidation,
      sale of all or substantially all the assets of the Company or similar
      transaction in which the Company is not the surviving institution occurs;
      or (d) a proxy statement soliciting proxies from stockholders of the
      Company, by someone other than the current management of the Company,
      seeking stockholder approval of a plan of reorganization, merger or
      consolidation of the Company or similar transaction with one or more
      corporations as a result of which the outstanding shares of the class of
      securities then subject to the Plan are to be exchanged for or converted
      into cash or property or securities not issued by the Company; or (e) a
      tender offer is made for 25% or more of the voting securities of the
      Company and the shareholders owning beneficially or of record 25% or more
      of the outstanding securities of the Company have tendered or offered to
      sell their shares pursuant to such tender offer and such tendered shares
      have been accepted by the tender offeror.  Notwithstanding
      anything in this subsection (b) to the contrary, a change in control shall
      not be deemed to have occurred in the event of a conversion of the
      Company’s or the Bank’s mutual holding company to stock form, or in
      connection with any reorganization used to effect such a
      conversion.

            


    

    


    
      	
              1.7

            	
              “Children”
      means the Trustee’s children, both natural and adopted, determined at the
      time payments are due the Children under this
  Plan.

            


    

    


    
      	
              1.8

            	
              “Deferral
      Period” means the period of months designated in the Trustee’s Deferral
      Agreement during which the Trustee shall defer current
      fees.  The Deferral Period shall commence on the date designated
      in the Trustee’s Deferral
Agreement.

            


    

    


    
      	
              1.9

            	
              “Deferred
      Compensation Benefit” means the annuitized value (using the Interest
      Factor) of the Trustee’s Elective Contribution Account, measured as of the
      Trustee’s Benefit Age, payable in monthly installments throughout the
      Payout Period and commencing on the Trustee’s Benefit Eligibility
      Date.

            


    

    


    
      	
              1.10

            	
              “Disability
      Benefit” means the monthly benefit payable to the Trustee following a
      determination, in accordance with Subsection 5.2, that he is no longer
      able, properly and satisfactorily, to perform his duties as a
      Trustee.

            


    

    


    
      	
              1.11

            	
              “Effective
      Date” of the amended and restated Plan is January 1,
  2005.

            


    

    


    
      	
              1.12

            	
              “Elective
      Contribution” shall refer to any bookkeeping entry required to record a
      Trustee’s voluntary monthly pre-tax deferral of fees which shall be made
      in accordance with the Trustee’s Deferral
  Agreement.

            


    

    


    
      	
              1.13

            	
              “Elective
      Contribution Account” shall be represented by the bookkeeping entries
      required to record a Trustee’s Elective Contributions plus accrued
      interest calculated with the Interest Factor, earned to date on such
      amounts.  However, neither the existence of such bookkeeping
      entries nor the Elective Contribution Account itself shall be deemed to
      create either a trust of any kind, or a fiduciary relationship between the
      Bank and the Trustee or any
Beneficiary.

            


    

    


    1.14           “Estate”
means the estate of the Trustee.

    


    
      	
              1.15

            	
              “Interest
      Factor” means either the Pre-Retirement Interest Factor or the
      Post-Retirement Interest Factor, as
applicable.

            


    

    


    
      	
              1.16

            	
              “Payout
      Period” means the time frame during which certain benefits payable
      hereunder shall be distributed.  Payments shall be made in equal
      monthly installments commencing on the first day of the first month
      following the occurrence of the event which triggers distribution and
      continuing for a period of one-hundred twenty (120) months, as designated
      in the Trustee’s Deferral
Agreement.

            


    

    


    
      	
              1.17

            	
              “Plan
      Year” shall mean the twelve (12) month period from January 1 to December
      31 of each year.

            


    

    


    
      	
              1.18

            	
              “Post-Retirement
      Interest Factor” means a rate applicable to annuitize the Elective
      Contribution Account of a Trustee in connection with installment
      distributions made following a Trustee’s retirement or other termination
      of service.  Unless changed pursuant to a written resolution of
      the Board of Trustees, the Post-Retirement Interest Factor shall be seven
      percent (7%) per annum.

            


    

    


    
      	
              1.19

            	
              “Pre-Retirement
      Interest Factor” means a rate applied to accruals credited to a Trustee’s
      Elective Contribution Account prior to the Trustee’s retirement or other
      termination of service.  Unless changed pursuant to a written
      resolution of the Board of Trustees, the Pre-Retirement Interest Factor
      shall be a rate equivalent to the prime interest rate as published in the
      Wall Street
      Journal each January 1, plus three percent (3%).  For the
      initial Plan Year, the Pre-Retirement Interest Factor shall be seven
      percent (7%).  The Pre-Retirement Interest Factor shall be
      calculated each January 1 during the Deferral Period, and such rate shall
      be the applicable Pre-Retirement Interest Factor for the Plan Year for
      which it is calculated.

            


    

    


    
      	
              1.20

            	
              “Projected
      Deferral” is an estimate, determined upon execution of a Deferral
      Agreement, of the total amount of compensation to be deferred by the
      Trustee during his Deferral Period (excluding any interest accrued on such
      deferrals), and so designated in the Trustee’s Deferral
      Agreement.

            


    

    


    
      	
              1.21

            	
              “Spouse”
      means the individual to whom the Trustee is legally married at the time of
      the Trustee’s death.

            


    

    


    
      	
              1.22

            	
              “Survivor’s
      Benefit” means if the Bank has obtained insurance on the life of the
      Trustee, an annual amount payable to the Beneficiary in monthly
      installments throughout the Payout Period, equal to the amount designated
      in the Trustee’s Deferral Agreement.  If the Bank has not
      obtained insurance on the life of the Trustee, the Survivor’s Benefit
      shall be equal to the accrued benefit in the Trustee’s Elective
      Contribution Account as of the Trustee’s date of death, annuitized (using
      the Post-Retirement Interest Factor) and payable in monthly installments
      throughout the Payout Period.

            


    

    


    SECTION
II

    ESTABLISHMENT
OF RABBI TRUST

    


    The Bank
shall establish a rabbi trust into which the Bank shall contribute assets which
shall be held therein, pursuant to the agreement which establishes such rabbi
trust.  The contributed assets shall be subject to the claims of the
Bank’s creditors in the event of the Bank’s “Insolvency” as defined in the
agreement which establishes such rabbi trust, until the contributed assets are
paid to the Trustee and his Beneficiary(ies) in such manner and at such times as
specified in this Plan.  It is the intention of the Bank to make a
contribution or contributions to the rabbi trust to provide the Bank with a
source of funds to assist it in meeting the liabilities of this Plan. The rabbi
trust and any assets held therein shall conform to the terms of the rabbi trust
agreement which has been established in conjunction with this
Plan.  Any contribution(s) to the rabbi trust shall be made in
accordance with the rabbi trust agreement.  The amount and timing of
such contribution(s) shall be specified in the agreement which establishes such
rabbi trust.

    


    SECTION
III

    DEFERRED
COMPENSATION

    


    Commencing
on the Effective Date and continuing through the end of the Deferral Period, the
Trustee and the Bank agree that the Trustee may defer into his Elective
Contribution Account on a monthly basis up to the lesser of (i) Seven Hundred
Fifty Dollars ($750.00), or (ii) One Hundred Percent (100%) of the monthly fees
which the Trustee would otherwise be entitled to receive from the Bank for each
month of the Deferral Period.  The total deferral during the term of
the Deferral Period shall not exceed the Trustee’s Projected Deferral, without
Board of Trustee approval.  The specific amount of the Trustee’s
monthly deferred compensation shall be designated in the Trustee’s Deferral
Agreement and shall apply only to compensation attributable to services not yet
performed.

    


    SECTION
IV

    ADJUSTMENT
OF DEFERRAL AMOUNT

    


    Deferral
of the specific amount of fees designated in the Trustee’s Deferral Agreement
shall continue in effect pursuant to the terms of this Plan unless and until the
Trustee amends his Deferral Agreement by filing with the Administrator a Notice
of Adjustment of Deferral Amount (Exhibit B of the Deferral
Agreement).  If the Bank increases the amount of fees and/or retainer
earned by the Trustee, the Trustee can include such additional amounts in his
monthly deferral, subject to the limits of Section III herein, provided approval
from the Board of Trustees is obtained, by filing a Notice of Adjustment of
Deferral Amount.  A Notice of Adjustment of Deferral Amount shall be
effective if filed with the Administrator at least thirty (30) days prior to any
January 1st during
the Plan Year.  Such Notice of Adjustment of Deferral Amount shall be
effective commencing with the January 1st
following its filing and shall be applicable only to compensation attributable
to services not yet performed by the Trustee.

    


    SECTION
V

    RETIREMENT
BENEFIT

    


    
      	
              5.1

            	
              Retirement
      Benefit.  Subject to Subsection 6.1 of this Plan, the
      Bank agrees to pay the Trustee the Deferred Compensation Benefit
      commencing on the Trustee’s Benefit Eligibility Date.  Such
      payments will be made  over the term of the Payout
      Period.  In the event of the Trustee’s death after commencement
      of the Deferred Compensation Benefit, but prior to completion of all such
      payments due and owing hereunder, the Bank shall pay to the Trustee’s
      Beneficiary a continuation of the monthly installments for the number of
      months remaining in the Payout
Period.

            


    

    


    
      	
              5.2

            	
              Disability
      Benefit.  If requested by the Trustee and approved by the
      Board of Trustees, the Trustee shall be entitled to receive the Disability
      Benefit hereunder, in any case in which it is determined by a duly
      licensed independent physician selected by the Bank, that the Trustee is
      Disabled.  For purposes of this Subsection, “Disability” or
      “Disabled” shall mean the Trustee: (i) is unable to engage in any
      substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or
      can be expected to last for a continuous period of not less than 12
      months; (ii) is, by reason of any medically determinable physical or
      mental impairment which can be expected to result in death or can be
      expected to last for a continuous period of not less than 12 months,
      receiving income replacement benefits for a period of not less than 3
      months under an accident and health plan covering employees of the Bank;
      or (iii) is determined to be totally disabled by the Social Security
      Administration. If
      the Trustee is determined to be Disabled, the Trustee shall begin
      receiving the Disability Benefit in lieu of the Deferred Compensation
      Benefit, which shall begin within thirty (30) days after the Trustee is
      determined to be Disabled.   The amount of the monthly
      benefit shall be the annuitized value of the Trustee’s Elective
      Contribution Account, measured as of the date of the Disability
      determination and payable in monthly installments throughout the Payout
      Period.  The Post-Retirement Interest Factor shall be used to
      annuitize the Elective Contribution Account.  In the event the
      Trustee dies while receiving Disability Benefit payments pursuant to this
      Subsection, or after becoming eligible for such payments but before the
      actual commencement of such payments, his Beneficiary shall be entitled to
      receive those benefits provided for in Subsection 6.1(a) and the
      Disability Benefits provided for in this Subsection shall terminate upon
      the Trustee’s death.  Notwithstanding the foregoing, the Trustee
      shall have the right make one-time election in his or her Deferral
      Agreement to receive the Deferred Compensation Benefit in lieu of the
      Disability Benefit, where such benefit shall commence on the Director’s
      Benefit Eligibility Date and shall be payable over the term of the Payout
      Period.

            


    

    


    
      	
              5.3

            	
              Removal For
      Cause.  In the event the Trustee is removed for Cause at
      any time prior to reaching his Benefit Age, he shall be entitled to
      receive the balance of his Elective Contribution Account, measured as of
      the date of removal.  Such amount shall commence on the
      Trustee’s Benefit Eligibility Date and shall be payable throughout the
      Payout Period.    All other benefits provided for the
      Trustee or his Beneficiary under this Plan shall be forfeited and the Plan
      shall become null and void with respect to such
  Trustee.

            


    

    


    
      	
              5.4

            	
              Voluntary or
      Involuntary Termination Other Than for Cause.  If the
      Trustee’s service with the Bank is voluntarily or involuntarily terminated
      prior to the attainment of his Benefit Eligibility Date, for any reason
      other than for Cause, the Trustee’s death or Disability, then commencing
      on his Benefit Eligibility Date, the Trustee shall be entitled to the
      annuitized value (using the Interest Factor) of his Elective Contribution
      Account calculated as of his Benefit Eligibility Date, and payable over
      the Payout Period.

            


    

    


    
      	
              5.5

            	
              Termination of Service
      Related to a Change in Control.  If a Change in Control
      occurs, and thereafter the Trustee’s service is terminated (either
      voluntarily or involuntarily) within thirty-six (36) months, the Trustee
      shall be entitled to receive his Deferred Compensation Benefit calculated
      as if the Trustee had made all of his elective deferrals through his
      Benefit Age.  Such benefit shall be annuitized (using the
      Interest Factor) and be payable commencing on such Trustee’s Benefit
      Eligibility Date in monthly installments throughout the Payout
      Period.  In the event the Trustee dies at any time after
      termination of employment, but prior to commencement of such payments due
      and owing hereunder, the Bank or its successor, shall pay to the Trustee’s
      Beneficiary, the Survivor’s Benefit.  In the event the Trustee
      dies at any time after commencement of such payments, but prior to
      completion of all such payments due and owing hereunder, the Bank or its
      successor shall pay to the Trustee’s Beneficiary, continuation of the
      monthly installments for the remainder of the Payout
    Period.

            


    

    


    
      	
              5.6

            	
              Modification of
      Benefit Age.  Notwithstanding anything in the Plan to the
      contrary, a Trustee who previously designated a Benefit Age in his or her
      Deferral Agreement, may elect to change his or her Benefit Age by filing
      with the Bank a Transition Year Election Form (attached hereto as Exhibit
      D), provided that such election is made before December 31,
      2008.  If the Trustee elects to modify his Benefit Age
      (“Modified Benefit Age”) and to commence receiving benefits hereunder
      before attainment of his Benefit Age as set forth on his Deferral
      Agreement, Trustee shall be entitled to receive the value of his Elective
      Contribution Account calculated as of the last day of the month in which
      Trustee attains his Modified Benefit Age.  Such early benefit
      shall be annuitized (using the Interest Factor) and be payable commencing
      on the first day of the second month following Trustee’s attaining his
      Modified Benefit Age in monthly installments throughout the Payout
      Period.  In the event the Trustee dies at any time after
      designating his Modified Benefit Age, but prior to commencement of such
      payments due and owing hereunder, the Bank or its successor shall pay to
      the Trustee’s Beneficiary the Survivor’s Benefit.  In the event
      the Executive dies at any time after commencement of the benefit payments,
      but prior to completion of all such payments due and owing hereunder, the
      Bank or its successor shall pay to the Trustee’s Beneficiary a
      continuation of the monthly installments for the remainder of the Payout
      Period.

            


    

    


    
      	
              5.7

            	
              Separation from
      Service.  Notwithstanding anything in the Plan to the
      contrary, all references to a voluntary or involuntary termination of
      service shall mean a termination of the Trustee’s services to the Bank for
      any reason.  Whether a termination of service has occurred shall
      be determined  in accordance with the
      requirements of Section 409A of the Code for a “Separation from
      Service” based
      on whether the facts and circumstances indicate that the Bank and the
      Trustee reasonably anticipated that no further services would be performed
      after a certain date or that the level of bona fide services the Trustee
      would perform after such date would permanently decrease to no more than
      forty-nine percent (49%) of the average level of bona fide services
      performed over the immediately preceding thirty-six (36) month
      period.

            


    

    


    SECTION
VI

    DEATH
BENEFITS

    


    
      	
              6.1

            	
              Death Benefit Prior to
      Commencement of Deferred Compensation Benefit.  In the
      event of the Trustee’s death prior to commencement of the Deferred
      Compensation Benefit, the Bank shall pay the Trustee’s Beneficiary a
      monthly benefit for the Payout Period, commencing within thirty (30) days
      following the Trustee’s death. The amount of such monthly benefit payments
      shall be determined as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              (1)
      In the event death occurs (i) while the Trustee is receiving the
      Disability Benefit provided for in Subsection 5.2, or (ii) after the
      Trustee has become eligible for such Disability Benefit payments but
      before such payments have commenced, the Trustee’s Beneficiary shall be
      entitled to receive the Survivor’s Benefit for the number of months in the
      Payout Period, reduced by the number of months Disability Benefit payments
      were made to the Trustee.  In the event death occurs after the
      Trustee has received the Disability Benefit provided for in Subsection 5.2
      for the entire Payout
      Period, the Trustee’s Beneficiary shall not be entitled to the Survivor’s
      Benefit for any length of time.  However, the lump sum payment
      described in paragraph two (2) of this Subsection 6.1 (a) if approved by
      the Board of Trustees, and the payment described in Section 6.2, shall
      still be applicable to such
Beneficiary.

            


    

    


    (2) If
(i) the total dollar amount of Disability Benefit payments received by the
Trustee under Subsection 5.2 is less than the total dollar amount of payments
which would have been received had the Survivor’s Benefit been paid in lieu of
the Disability Benefit which was paid during the Trustee’s life, and (ii) Board
of Trustee approval is obtained, the Bank shall pay the Trustee’s Beneficiary a
lump sum payment for the difference.  This lump sum payment shall be
made within thirty (30) days following the Trustee’s death.

    


    
      	
               
      

            	
              (b)

            	
              In
      the event death occurs while the Trustee is (i) in the service of the
      Bank, (ii) deferring fees pursuant to Section II and (iii)

            	
              prior to any
      reduction or discontinuance (via an effective filing of a Notice of
      Adjustment of Deferral Amount) in the level of deferrals reflected in the
      Trustee’s Deferral Agreement, the Trustee’s Beneficiary shall be paid the
      Survivor’s Benefit.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      the event death occurs while the Trustee is (i) in the service of the
      Bank, (ii) deferring fees pursuant to Section II, and (iii) after any
      reduction or discontinuance (via an effective filing of a Notice of
      Adjustment of Deferral Amount) in the level of deferrals reflected in the
      Trustee’s Deferral Agreement, the Trustee’s Beneficiary shall be paid a
      reduced Survivor’s Benefit. The amount of such reduced Survivor’s Benefit
      shall be determined by multiplying the monthly payment available as a
      Survivor’s Benefit by a fraction, the numerator of which is equal to the
      total Board fees actually deferred by the Trustee as of his death, and the
      denominator of which is equal to the total amount of Board fees which
      would have been deferred as of his death,
      if no reduction or discontinuance in the level of deferrals had occurred
      at any time following execution of the Deferral Agreement and during the
      Deferral Period.

            


    

    


    
      	
               
      

            	
              (d)

            	
              In
      the event the Trustee completes less than One
      Hundred Percent (100%) of his Projected Deferrals due to any voluntary or
      involuntary termination other than removal for Cause, the Trustee’s
      Beneficiary shall be paid a reduced Survivor’s Benefit.  The
      amount of such reduced Survivor’s Benefit shall be determined by
      multiplying the monthly payment available as a Survivor’s Benefit by a
      fraction, the numerator of which is equal to the total Board fees actually
      deferred by the Trustee, and the denominator of which is equal to the
      Trustee’s Projected Deferral.

            


    

    


    
      	
               
      

            	
              (e)

            	
              In
      the event the Trustee completes One Hundred Percent (100%) of his
      Projected Deferrals prior to any
      voluntary or involuntary termination other than removal for Cause, and
      provided no payments have been made pursuant to Subsection 5.2, the
      Trustee’s Beneficiary shall be paid the Survivor’s
  Benefit.

            


    

    


    
      	
              6.2

            	
              Additional Death
      Benefit - Burial Expense. In addition to the above-described death
      benefits, upon the Trustee’s death, the Trustee’s Beneficiary shall be
      entitled to receive a one-time lump sum death benefit in the amount of Ten
      Thousand Dollars ($10,000.00). This benefit shall be provided specifically
      for the purpose of providing payment for burial and/or funeral expenses of
      the Trustee.  Such benefit shall be payable within thirty (30)
      days of the Trustee’s death.  The Trustee’s Beneficiary shall
      not be entitled to such benefit if the Trustee is removed for Cause prior
      to death, or if a similar lump sum death benefit is paid by the Bank to
      the Beneficiary under another similar plan of the
  Bank.

            


    

    


    SECTION
VII

    BENEFICIARY
DESIGNATION

    


    The
Trustee shall make an initial designation of primary and secondary Beneficiaries
upon execution of his Deferral Agreement and shall have the right to change such
designation, at any subsequent time, by submitting to the Administrator in
substantially the form attached as Exhibit A to the Deferral Agreement, a
written designation of primary and secondary Beneficiaries. Any Beneficiary
designation made subsequent to execution of the Deferral Agreement shall become
effective only when receipt thereof is acknowledged in writing by the
Administrator.

    


    SECTION
VIII

    TRUSTEE’S
RIGHT TO ASSETS

    


    The
rights of the Trustee, any Beneficiary, or any other person claiming through the
Trustee under this Plan, shall be solely those of an unsecured general creditor
of the Bank.  The Trustee, the Beneficiary, or any other person
claiming through the Trustee, shall only have the right to receive from the Bank
those payments so specified under this Plan.  The Trustee agrees that
he, his Beneficiary, or any other person claiming through him shall have no
rights or interests whatsoever in any asset of the Bank, including any insurance
policies or contracts which the Bank may possess or obtain to informally fund
this Plan.

    


    Any asset
used or acquired by the Bank in connection with the liabilities it has assumed
under this Plan, unless expressly provided herein, shall not be deemed to be
held under any trust for the benefit of the Trustee or his Beneficiaries, nor
shall any asset be considered security for the performance of the obligations of
the Bank.  Any such asset shall be and remain, a general, unpledged,
and unrestricted asset of the Bank.

    


    SECTION
IX

    RESTRICTIONS
UPON FUNDING

    


    The Bank
shall have no obligation to set aside, earmark or entrust any fund or money with
which to pay its obligations under this Plan.  The Trustee, his
Beneficiaries or any successor in interest to him shall be and remain simply a
general unsecured creditor of the Bank in the same manner as any other creditor
having a general claim for matured and unpaid compensation.  The Bank
reserves the absolute right in its sole discretion to either purchase assets to
meet its obligations undertaken by this Plan or to refrain from the same and to
determine the extent, nature, and method of any such asset
purchases.  Should the Bank decide to purchase assets such as life
insurance, mutual funds, disability policies or annuities, the Bank reserves the
absolute right, in its sole discretion, to terminate such assets at any time, in
whole or in part. At no time shall the Trustee be deemed to have any lien,
right, title or interest in or to any specific investment or to any assets of
the Bank.  If the Bank elects to invest in a life insurance,
disability or annuity policy upon the life of the Trustee, then the Trustee
shall assist the Bank by freely submitting to a physical examination and by
supplying such additional information necessary to obtain such insurance or
annuities.

    


    SECTION
X

    ALIENABILITY
AND ASSIGNMENT PROHIBITION

    


    Neither
the Trustee nor any Beneficiary under this Plan shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any of the benefits payable hereunder, nor shall
any of said benefits be subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance owed by the Trustee or his
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise.  In the event the Trustee or any Beneficiary
attempts assignment, communication, hypothecation, transfer or disposal of the
benefits hereunder, the Bank’s liabilities shall forthwith cease and
terminate.

    


    SECTION
XI

    ACT
PROVISIONS

    


    
      	
              11.1

            	
              Named Fiduciary and
      Administrator. The Bank shall be the Named Fiduciary and
      Administrator (the “Administrator”) of this Plan. As Administrator, the
      Bank shall be responsible for the management, control and administration
      of the Plan as established herein. The Administrator may delegate to
      others certain aspects of the management and operational responsibilities
      of the Plan, including the employment of advisors and the delegation of
      ministerial duties to qualified
individuals.

            


    

    


    
      	
              11.2

            	
              Claims Procedure and
      Arbitration. In the event that benefits under this Plan are not
      paid to the Trustee (or to his Beneficiary in the case of the Trustee’s
      death) and such claimants feel they are entitled to receive such benefits,
      then a written claim must be made to the Administrator within sixty (60)
      days from the date payments are refused.  The Administrator
      shall review the written claim and, if the claim is denied, in whole or in
      part, they shall provide in writing, within ninety (90) days of receipt of
      such claim, their specific reasons for such denial, reference to the
      provisions of this Plan or the Deferral Agreement upon which the denial is
      based, and any additional material or information necessary to perfect the
      claim.  Such writing by the Administrator shall further indicate
      the additional steps which must be undertaken by claimants if an
      additional review of the claim denial is
  desired.

            


    

    


    If
claimants desire a second review, they shall notify the Administrator in writing
within sixty (60) days of the first claim denial. Claimants may review this
Plan, the Deferral Agreement or any documents relating thereto and submit any
issues and comments, in writing, they may feel appropriate.  In its
sole discretion, the Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such
claim.  This decision shall state the specific reasons for the
decision and shall include reference to specific provisions of this Plan or the
Deferral Agreement upon which the decision is based.

    


    If
claimants continue to dispute the benefit denial based upon completed
performance of this Plan and the Deferral Agreement or the meaning and effect of
the terms and conditions thereof, then claimants may submit the dispute to
mediation, administered by the American Arbitration Association (“AAA”) (or a
mediator selected by the parties) in accordance with the AAA’s Commercial
Mediation Rules.  If mediation is not successful in resolving the
dispute, it shall be settled by arbitration administered by the AAA under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction
thereof.

    


    SECTION
XII

    MISCELLANEOUS

    


    
      	
              12.1

            	
              No Effect on
      Trusteeship Rights. Nothing contained herein will confer upon the
      Trustee the right to be retained in the service of the Bank nor limit the
      right of the Bank to discharge or otherwise deal with the Trustee without
      regard to the existence of the Plan.  Notwithstanding anything
      herein contained to the contrary, any payment to the Trustee by the
      Holding Company are subject to and conditioned upon their compliance with
      Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section
      1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part
      359.

            


    

    


    
      	
              12.2

            	
              State
      Law.  The Plan is established under, and will be
      construed according to, the laws of the state of New
  York.

            


    

    


    
      	
              12.3

            	
              Severability and
      Interpretation of Provisions.  In the event that any of
      the provisions of this Plan or portion thereof, are held to be inoperative
      or invalid by any court of competent jurisdiction, or in the event that
      any legislation adopted by any government body having jurisdiction over
      the Bank would be retroactively applied to invalidate this Plan or any
      provision hereof or cause the benefits hereunder to be taxable, then: (i)
      insofar as is reasonable, effect will be given to the intent manifested in
      the provisions held invalid or inoperative, and (ii) the validity and
      enforceability of the remaining provisions will not be affected
      thereby.  In the event that the intent of any provision shall
      need to be construed in any manner to avoid taxability, such construction
      shall be made by the Plan Administrator in a manner that would manifest to
      the maximum extent possible the original meaning of such
      provisions.

            


    

    


    
      	
              12.4

            	
              Incapacity of
      Recipient. In the event the Trustee is declared incompetent and a
      conservator or other person legally charged with the care of his person or
      Estate is appointed, any benefits under the Plan to which such Trustee is
      entitled shall be paid to such conservator or other person legally charged
      with the care of his person or
Estate.

            


    

    


    
      	
              12.5

            	
              Unclaimed
      Benefit.  The Trustee shall keep the Bank informed of his
      current address and the current address of his
      Beneficiaries.  If the location of the Trustee is not made known
      to the Bank within three (3) years after the date on which any payment of
      the Deferred Compensation Benefit may first be made, payment may be made
      as though the Trustee had died at the end of the three (3) year
      period.

            


    

    


    
      	
              12.6

            	
              Limitations on
      Liability.  Notwithstanding any of the preceding
      provisions of the Plan, no individual acting as an employee or agent of
      the Bank, or as a member of the Board of Trustees shall be personally
      liable to the Trustee or any other person for any claim, loss, liability
      or expense incurred in connection with this
  Plan.

            


    

    


    
      	
              12.7

            	
              Gender.  Whenever
      in this Plan words are used in the masculine or neuter gender, they shall
      be read and construed as in the masculine, feminine or neuter gender,
      whenever they should so apply.

            


    

    


    
      	
              12.8

            	
              Effect on Other
      Corporate Benefit Plans.  Nothing contained in this Plan
      shall affect the right of the Trustee to participate in or be covered by
      any qualified or non­qualified pension, profit sharing, group, bonus
      or other supplemental compensation or fringe benefit agreement
      constituting a part of the Bank’s existing or future compensation
      structure.

            


    

    


    
      	
              12.9

            	
              Suicide.  Notwithstanding
      anything to the contrary in this Plan, the benefits otherwise provided
      herein shall not be payable if the Trustee’s death results from suicide,
      whether sane or insane, within twenty-six (26) months after the execution
      of his Deferral Agreement. If the Trustee dies during this twenty-six (26)
      month period due to suicide, the balance of his Elective Contribution
      Account will be paid to the Trustee’s Beneficiary in a single payment.
      Payment is to be made within thirty (30) days after the Trustee’s death is
      declared a suicide by competent legal
authority.

            


    

    


    Credit
shall be given to the Bank for payments made prior to determination of
suicide.

    


    
      	
              12.10

            	
              Inurement.  This
      Plan shall be binding upon and shall inure to the benefit of the Bank, its
      successors and assigns, and the Trustee, his successors, heirs, executors,
      administrators, and Beneficiaries.

            


    

    


    
      	
              12.11

            	
              Source of
      Payments.  All payments provided in this Plan shall be
      timely paid in cash or check from the general funds of the Bank or the
      assets of the rabbi trust. The Holding Company guarantees payment and
      provision of all amounts and benefits due to the Trustees and, if such
      amounts and benefits are not timely paid or provided by the Bank, or the
      rabbi trust, such amounts and benefits shall be paid or provided by the
      Holding Company.

            


    

    


    
      	
              12.12

            	
              Code Section 409A
      Taxes.  This Plan shall permit the acceleration of the
      time or schedule of a payment to pay any taxes that may become due at any
      time that this Plan fails to meet the requirements of Code Section 409A
      and the regulations and other guidance promulgated
      thereunder.  Such payments shall not exceed the amount required
      to be included in income as the result of the failure to comply with the
      requirements of Code Section 409A.

            


    

    


    
      	
               

            	
              12.13             
      Headings.  Headings
      and sub-headings in this Plan are inserted for reference and convenience
      only and shall not be deemed a part of this
  Plan.

            


    

    


    
      	
              12.14

            	
              Acceleration of
      Payments.  Except as specifically permitted herein or in
      other sections of this Plan, no acceleration of the time or schedule of
      any payment may be made hereunder.  Notwithstanding the
      foregoing, payments may be accelerated hereunder by the Bank, in
      accordance with the provisions of Treasury Regulation Section
      1.409A-3(j)(4) and any subsequent guidance issued by the United States
      Treasury Department.  Accordingly, payments may be accelerated,
      in accordance with requirements and conditions of the Treasury Regulations
      (or subsequent guidance) in the following circumstances: (i) as a result
      of certain domestic relations orders; (ii) in compliance with ethics
      agreements with the Federal government; (iii) in compliance with ethics
      laws or conflicts of interest laws; (iv) in limited cash-outs (but not in
      excess of the limit under Code Section 402(g)(1)(B)); (v) in the case of
      certain distributions to avoid a non-allocation year under Code Section
      409(p); (vi) to apply certain offsets in satisfaction of a debt of the
      Trustee to the Bank; (vii) in satisfaction of certain bona fide disputes
      between the Trustee and the Bank; or (viii) for any other purpose set
      forth in the Treasury Regulations and subsequent
  guidance.

            


    

    


    SECTION
XIII

    AMENDMENT/REVOCATION

    


    
      	
              13.1

            	
              Amendment.  Notwithstanding
      anything herein contained to the contrary, the Bank reserves the exclusive
      right to freeze or to amend the Plan at any time with respect to
      compensation to be earned in the future, provided that no amendment to the
      Plan shall be effective to decrease or to restrict the amount accrued to
      the date of such amendment.

            


    

    


    
      	
              13.2

            	
              Complete
      Revocation.  Subject to the requirements of Code Section
      409A, in the event of complete termination of the Plan, the Plan shall
      cease to operate and the Bank shall pay out to the Trustee his or her
      benefit as if the Trustee had terminated employment as of the effective
      date of the complete termination.  Such complete termination of
      the Plan shall occur only under the following circumstances and
      conditions:

            


    

    


    (a)           The
Bank may terminate the Plan within twelve (12) months of a corporate dissolution
taxed under Code Section 331, or with approval of a bankruptcy court pursuant to
11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are
included in the Trustee’s gross income in the latest of (i) the calendar year in
which the Plan terminates; (ii) the calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or (iii) the first calendar
year in which the payment is administratively practicable.

    


    (b)           The
Bank may terminate the Plan within the thirty (30) days preceding a Change in
Control (but not following a Change in Control), provided that the Plan shall
only be treated as terminated if all substantially similar arrangements
sponsored by the Bank are terminated so that the Trustee and all trustees under
substantially similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within twelve (12)
months of the date of the termination of the arrangements.  For these
purposes, “Change in Control” shall be defined in accordance with the Treasury
Regulations under Code Section 409A.

    


    (c)           The
Bank may terminate the Plan provided that (i) the termination and liquidation
does not occur proximate to a downturn in the financial health of the Bank;(ii)
all arrangements sponsored by the Bank that would be aggregated with this Plan
under Treasury Regulations Section 1.409A-1(c) if the Trustee covered by this
Plan was also covered by any of those other arrangements are also terminated;
(iii) no payments other than payments that would be payable under the terms of
the arrangement if the termination had not occurred are made within twelve (12)
months of the termination of the arrangement; (iv) all payments are made within
twenty-four (24) months of the termination of the arrangements; and (v) the Bank
does not adopt a new arrangement that would be aggregated with any terminated
arrangement under Treasury Regulations Section 1.409A-1(c) if the Trustee
participated in both arrangements, at any time within three years following the
date of termination of the arrangement.

    


    SECTION
XIV

    EXECUTION

    


    
      	
              14.1

            	
              This
      Plan sets forth the entire understanding of the parties hereto with
      respect to the transactions contemplated hereby, and any previous
      agreements or understandings between the parties hereto regarding the
      subject matter hereof are merged into and superseded by this
      Plan.

            


    

    


    
      	
              14.2

            	
              This
      Plan shall be executed in triplicate, each copy of which, when so executed
      and delivered, shall be an original, but all three copies shall together
      constitute one and the same
instrument.

            


    

    


    [Signature
Page Follows]

    


    


    


    


    


    


    


    


    


    IN WITNESS WHEREOF, the Bank
has caused this Plan to be executed on the day and date first above
written.

    


    


    PATHFINDER BANK

    


    


    


    12/23/08                     
                                                                           By:           /s/:
Thomas W. Schneider

    Date

    Title:        President
& C.E.O.

    


    


    


    


    PATHFINDER BANCORP,
INC.

    


    


    


    12/23/08                                                                                                 
By:           /s/: Thomas
W. Schneider

    Date

    Title:         President
& C.E.O.

    


    


    


    


    PATHFINDER BANCORP, MHC

    


    


    


    12/23/08                       
                                                                         By:           /s/:
Thomas W. Schneider

    Date

    Title:        President
& C.E.O.

    


    


    


    


    


    


    EXHIBIT
A

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, Lloyd Buddy Stemple, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Pathfinder Bank Amended and Restated Trustee
Deferred Fee Plan (the “Plan”), effective January 1, 2008 as such Plan may now
exist or hereafter be amended or modified, and do further agree to the terms and
conditions thereof.

    


    I hereby elect to defer ________
Percent ( _____%) or $750.00 of my monthly Trustee Fees.  Such
deferrals shall commence on January 1, 2008, and shall continue for a period of
one hundred twenty (120) months, known as the Deferral Period, and will result
in a Projected Deferral in the amount of $90,000.  I understand that
this election to defer applies only to fees attributable to services not yet
performed.

    


    I understand that my election to defer
shall continue in accordance with this Deferral Agreement until such time as I
submit a “Notice of Adjustment
of Deferral” (Exhibit C hereto) to the Administrator, at least thirty
(30) days prior to any January 1st during my Deferral Period.  A
Notice of Adjustment of Deferral can be used to adjust the amount of Trustee
fees to be deferred or to discontinue deferrals altogether.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $0
pursuant to Section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    I understand that I will be entitled to
a distribution of my deferrals upon attainment of my elected Benefit Age of
70.  Distribution will be made in installments over a period of
one hundred twenty (120) months.

    


    I understand that I am entitled to
review or obtain a copy of the Plan, at any time, and may do so by contacting
the Committee.

    


    Pursuant to Section 5.2 of the Plan, in
the event of Disability, I hereby make a one-time election (which may not be
changed) to receive my Disability Benefit at the time of (check one) ___ my
Disability, or X my Benefit
Eligibility Date.

    


    This Deferral Agreement shall become
effective upon execution (below) by both the Trustee and a duly authorized
officer of the Bank.

    


    Dated this 23 day of December,
2008.

    


    


    
      	
              /s/:
      Lloyd A. Stemple

            	
              /s/:
      Thomas W. Schneider

            


    

    
      	
              Trustee

            	
              Duly
      Authorized Officer of Pathfinder
Bank

            


    

    


    EXHIBIT
A

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, Bruce E. Manwaring, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Pathfinder Bank Amended and Restated Trustee
Deferred Fee Plan (the “Plan”), effective January 1, 2005 as such Plan may now
exist or hereafter be amended or modified, and do further agree to the terms and
conditions thereof.

    


    I hereby elect to defer ________
Percent ( _____%) or $417.00 of my monthly Trustee Fees.  Such
deferrals shall commence on January 1, 2004, and shall continue for a period of
ninety-one (91) months, known as the Deferral Period, and will result in a
Projected Deferral in the amount of $37,917.  I understand that this
election to defer applies only to fees attributable to services not yet
performed.

    


    I understand that my election to defer
shall continue in accordance with this Deferral Agreement until such time as I
submit a “Notice of Adjustment
of Deferral” (Exhibit C hereto) to the Administrator, at least thirty
(30) days prior to any January 1st during my Deferral Period.  A
Notice of Adjustment of Deferral can be used to adjust the amount of Trustee
fees to be deferred or to discontinue deferrals altogether.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $582
pursuant to Section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    I understand that I will be entitled to
a distribution of my deferrals upon attainment of my elected Benefit Age of
70.  Distribution will be made in installments over a period of
one hundred twenty (120) months.

    


    I understand that I am entitled to
review or obtain a copy of the Plan, at any time, and may do so by contacting
the Committee.

    


    Pursuant to Section 5.2 of the Plan, in
the event of Disability, I hereby make a one-time election (which may not be
changed) to receive my Disability Benefit at the time of (check one) ___ my
Disability, or X my Benefit
Eligibility Date.

    


    This Deferral Agreement shall become
effective upon execution (below) by both the Trustee and a duly authorized
officer of the Bank.

    


    Dated this 23 day of December,
2008.

    


    


    
      	
              /s/:
      Bruce W. Manwaring

            	
              /s/:
      Thomas W. Schneider

            


    

    
      	
              Trustee

            	
              Duly
      Authorized Officer of Pathfinder
Bank

            


    

    


    


    EXHIBIT
A

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, L. William Nelson, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Pathfinder Bank Amended and Restated Trustee
Deferred Fee Plan (the “Plan”), effective January 1, 2005 as such Plan may now
exist or hereafter be amended or modified, and do further agree to the terms and
conditions thereof.

    


    I hereby elect to defer ________
Percent ( _____%) or $750.00 of my monthly Trustee Fees.  Such
deferrals shall commence on January 1, 2004, and shall continue for a period of
one hundred fourteen (114) months, known as the Deferral Period, and will result
in a Projected Deferral in the amount of $85,500.  I understand that
this election to defer applies only to fees attributable to services not yet
performed.

    


    I understand that my election to defer
shall continue in accordance with this Deferral Agreement until such time as I
submit a “Notice of Adjustment
of Deferral” (Exhibit C hereto) to the Administrator, at least thirty
(30) days prior to any January 1st during my Deferral Period.  A
Notice of Adjustment of Deferral can be used to adjust the amount of Trustee
fees to be deferred or to discontinue deferrals altogether.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $1,413
pursuant to Section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    I understand that I will be entitled to
a distribution of my deferrals upon attainment of my elected Benefit Age of
70.  Distribution will be made in installments over a period of
one hundred twenty (120) months.

    


    I understand that I am entitled to
review or obtain a copy of the Plan, at any time, and may do so by contacting
the Committee.

    


    Pursuant to Section 5.2 of the Plan, in
the event of Disability, I hereby make a one-time election (which may not be
changed) to receive my Disability Benefit at the time of (check one) ___ my
Disability, or X my Benefit
Eligibility Date.

    


    This Deferral Agreement shall become
effective upon execution (below) by both the Trustee and a duly authorized
officer of the Bank.

    


    Dated this 23 day of December,
2008.

    


    


    
      	
              /s/:
      L. William Nelson

            	
              /s/:
      Thomas W. Schneider

            


    

    
      	
              Trustee

            	
              Duly
      Authorized Officer of Pathfinder
Bank

            


    

    


    EXHIBIT
A

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, George P. Joyce, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Pathfinder Bank Amended and Restated Trustee
Deferred Fee Plan (the “Plan”), effective January 1, 2005 as such Plan may now
exist or hereafter be amended or modified, and do further agree to the terms and
conditions thereof.

    


    I hereby elect to defer ________
Percent ( _____%) or $750.00 of my monthly Trustee Fees.  Such
deferrals shall commence on January 1, 2004, and shall continue for a period of
one hundred twenty (120) months, known as the Deferral Period, and will result
in a Projected Deferral in the amount of $90,000.  I understand that
this election to defer applies only to fees attributable to services not yet
performed.

    


    I understand that my election to defer
shall continue in accordance with this Deferral Agreement until such time as I
submit a “Notice of Adjustment
of Deferral” (Exhibit C hereto) to the Administrator, at least thirty
(30) days prior to any January 1st during my Deferral Period.  A
Notice of Adjustment of Deferral can be used to adjust the amount of Trustee
fees to be deferred or to discontinue deferrals altogether.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $2,457
pursuant to Section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    I understand that I will be entitled to
a distribution of my deferrals upon attainment of my elected Benefit Age of
70.  Distribution will be made in installments over a period of
one hundred twenty (120) months.

    


    I understand that I am entitled to
review or obtain a copy of the Plan, at any time, and may do so by contacting
the Committee.

    


    Pursuant to Section 5.2 of the Plan, in
the event of Disability, I hereby make a one-time election (which may not be
changed) to receive my Disability Benefit at the time of (check one) ___ my
Disability, or X my Benefit
Eligibility Date.

    


    This Deferral Agreement shall become
effective upon execution (below) by both the Trustee and a duly authorized
officer of the Bank.

    


    Dated this 23 day of December,
2008.

    


    


    
      	
              /s/:
      George P. Joyce

            	
              /s/:
      Thomas W. Schneider

            


    

    
      	
              Trustee

            	
              Duly
      Authorized Officer of Pathfinder
Bank

            


    

    EXHIBIT
A

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, Chris R. Burritt, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Pathfinder Bank Amended and Restated Trustee
Deferred Fee Plan (the “Plan”), effective January 1, 2004 as such Plan may now
exist or hereafter be amended or modified, and do further agree to the terms and
conditions thereof.

    


    I hereby elect to defer ________
Percent ( _____%) or $750.00 of my monthly Trustee Fees.  Such
deferrals shall commence on January 1, 2004, and shall continue for a period of
one hundred twenty (120) months, known as the Deferral Period, and will result
in a Projected Deferral in the amount of $90,000.  I understand that
this election to defer applies only to fees attributable to services not yet
performed.

    


    I understand that my election to defer
shall continue in accordance with this Deferral Agreement until such time as I
submit a “Notice of Adjustment
of Deferral” (Exhibit C hereto) to the Administrator, at least thirty
(30) days prior to any January 1st during my Deferral Period.  A
Notice of Adjustment of Deferral can be used to adjust the amount of Trustee
fees to be deferred or to discontinue deferrals altogether.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $2,858
pursuant to Section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    I understand that I will be entitled to
a distribution of my deferrals upon attainment of my elected Benefit Age of
70.  Distribution will be made in installments over a period of
one hundred twenty (120) months.

    


    I understand that I am entitled to
review or obtain a copy of the Plan, at any time, and may do so by contacting
the Committee.

    


    Pursuant to Section 5.2 of the Plan, in
the event of Disability, I hereby make a one-time election (which may not be
changed) to receive my Disability Benefit at the time of (check one) ___ my
Disability, or X my Benefit
Eligibility Date.

    


    This Deferral Agreement shall become
effective upon execution (below) by both the Trustee and a duly authorized
officer of the Bank.

    


    Dated this 23 day of December,
2008.

    


    


    
      	
              /s/:
      Chris R. Burritt

            	
              /s/:
      Thomas W. Schneider

            


    

    
      	
              Trustee

            	
              Duly
      Authorized Officer of Pathfinder
Bank

            


    

    EXHIBIT
A

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, Corte J. Spencer, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Pathfinder Bank Amended and Restated Trustee
Deferred Fee Plan (the “Plan”), effective January 1, 2005 as such Plan may now
exist or hereafter be amended or modified, and do further agree to the terms and
conditions thereof.

    


    I hereby elect to defer ________
Percent ( _____%) or $750.00 of my monthly Trustee Fees.  Such
deferrals shall commence on January 1, 2004, and shall continue for a period of
one hundred four (104) months, known as the Deferral Period, and will result in
a Projected Deferral in the amount of $78,000.  I understand that this
election to defer applies only to fees attributable to services not yet
performed.

    


    I understand that my election to defer
shall continue in accordance with this Deferral Agreement until such time as I
submit a “Notice of Adjustment
of Deferral” (Exhibit C hereto) to the Administrator, at least thirty
(30) days prior to any January 1st during my Deferral Period.  A
Notice of Adjustment of Deferral can be used to adjust the amount of Trustee
fees to be deferred or to discontinue deferrals altogether.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $1,248
pursuant to Section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    I understand that I will be entitled to
a distribution of my deferrals upon attainment of my elected Benefit Age of
70.  Distribution will be made in installments over a period of
one hundred twenty (120) months.

    


    I understand that I am entitled to
review or obtain a copy of the Plan, at any time, and may do so by contacting
the Committee.

    


    Pursuant to Section 5.2 of the Plan, in
the event of Disability, I hereby make a one-time election (which may not be
changed) to receive my Disability Benefit at the time of (check one) ___ my
Disability, or X my Benefit
Eligibility Date.

    


    This Deferral Agreement shall become
effective upon execution (below) by both the Trustee and a duly authorized
officer of the Bank.

    


    Dated this 23 day of December,
2008.

    


    


    
      	
              /s/:
      Corte J. Spencer

            	
              /s/:
      Thomas W. Schneider

            


    

    
      	
              Trustee

            	
              Duly
      Authorized Officer of Pathfinder
Bank

            


    

    


    EXHIBIT
A

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, Steven W. Thomas, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Pathfinder Bank Amended and Restated Trustee
Deferred Fee Plan (the “Plan”), effective January 1, 2004 as such Plan may now
exist or hereafter be amended or modified, and do further agree to the terms and
conditions thereof.

    


    I hereby elect to defer ________
Percent ( _____%) or $750.00 of my monthly Trustee Fees.  Such
deferrals shall commence on January 1, 2004, and shall continue for a period of
one hundred twenty (120) months, known as the Deferral Period, and will result
in a Projected Deferral in the amount of $90,000.  I understand that
this election to defer applies only to fees attributable to services not yet
performed.

    


    I understand that my election to defer
shall continue in accordance with this Deferral Agreement until such time as I
submit a “Notice of Adjustment
of Deferral” (Exhibit C hereto) to the Administrator, at least thirty
(30) days prior to any January 1st during my Deferral Period.  A
Notice of Adjustment of Deferral can be used to adjust the amount of Trustee
fees to be deferred or to discontinue deferrals altogether.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $5,356
pursuant to Section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    I understand that I will be entitled to
a distribution of my deferrals upon attainment of my elected Benefit Age of
70.  Distribution will be made in installments over a period of
one hundred twenty (120) months.

    


    I understand that I am entitled to
review or obtain a copy of the Plan, at any time, and may do so by contacting
the Committee.

    


    Pursuant to Section 5.2 of the Plan, in
the event of Disability, I hereby make a one-time election (which may not be
changed) to receive my Disability Benefit at the time of (check one) ___ my
Disability, or X my Benefit
Eligibility Date.

    


    This Deferral Agreement shall become
effective upon execution (below) by both the Trustee and a duly authorized
officer of the Bank.

    


    Dated this 23 day of December,
2008.

    


    


    
      	
              /s/:
      Steven W. Thomas

            	
              /s/:
      Thomas W. Schneider

            


    

    
      	
              Trustee

            	
              Duly
      Authorized Officer of Pathfinder
Bank

            


    

    


    


    EXHIBIT
B

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    BENEFICIARY
DESIGNATION

    


    


    The Trustee, under the terms of the
Pathfinder Bank Amended and Restated Trustee Deferred Fee Plan hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits*
under such Plan, following his death:

    


    


    PRIMARY
BENEFICIARY:                                                                           Carol
Stemple

    


    SECONDARY
BENEFICIARY                                                                      Stephen
Stemple; Kristine Stemple per Stirpes

    


    


    


    This Beneficiary Designation hereby
revokes any prior Beneficiary Designation that may have been in
effect.

    


    Such Beneficiary Designation is
revocable.

    


    


    DATE:
December 23,  2008

    


    


    


    /s/: Lloyd A. Stemple

    
      	
               
      

            	
                                              TRUSTEE

            	 


    

    


    


    


    /s/ Thomas W. Schneider

    DULY AUTHORIZED OFFICER

    


    


    *  I
understand and agree that no death benefit in excess of the deferrals made by me
(plus earnings thereon) will be paid unless Pathfinder Bank has acquired
insurance on my life and such insurance is in place.

    


    


    EXHIBIT
B

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    BENEFICIARY
DESIGNATION

    


    


    The Trustee, under the terms of the
Pathfinder Bank Amended and Restated Trustee Deferred Fee Plan hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits*
under such Plan, following his death:

    


    


    PRIMARY
BENEFICIARY:                                                                           Ellen
K. Manwaring, Spouse

    


    SECONDARY
BENEFICIARY                                                                      Children
Doug, Derek, Mike, Karen per Stirpes

    


    


    


    This Beneficiary Designation hereby
revokes any prior Beneficiary Designation that may have been in
effect.

    


    Such Beneficiary Designation is
revocable.

    


    


    DATE:
December 23,  2008

    


    


    


    /s/: Bruce E. Manwaring

    
      	
               
      

            	
                                            TRUSTEE

            	 


    

    


    


    


    /s/ Thomas W. Schneider

    DULY AUTHORIZED OFFICER

    


    


    *  I
understand and agree that no death benefit in excess of the deferrals made by me
(plus earnings thereon) will be paid unless Pathfinder Bank has acquired
insurance on my life and such insurance is in place.

     

    EXHIBIT
B

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    BENEFICIARY
DESIGNATION

    


    


    The Trustee, under the terms of the
Pathfinder Bank Amended and Restated Trustee Deferred Fee Plan hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits*
under such Plan, following his death:

    


    


    PRIMARY
BENEFICIARY:                                                                           L.
Sue Nelson

    


    SECONDARY
BENEFICIARY                                                                     Aimee
Callen, Wendy Wheeler, John L. Nelson, equal

    


    


    


    This Beneficiary Designation hereby
revokes any prior Beneficiary Designation that may have been in
effect.

    


    Such Beneficiary Designation is
revocable.

    


    


    DATE:
December 23,  2008

    


    


    


    /s/: L. William Nelson

    
      	
               
      

            	
                                              TRUSTEE

            	 


    

    


    


    


    /s/ Thomas W. Schneider

    DULY AUTHORIZED OFFICER

    


    


    *  I
understand and agree that no death benefit in excess of the deferrals made by me
(plus earnings thereon) will be paid unless Pathfinder Bank has acquired
insurance on my life and such insurance is in place.

     

    EXHIBIT
B

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    BENEFICIARY
DESIGNATION

    


    


    The Trustee, under the terms of the
Pathfinder Bank Amended and Restated Trustee Deferred Fee Plan hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits*
under such Plan, following his death:

    


    


    PRIMARY
BENEFICIARY:                                                                           Christine
A. Joyce

    


    SECONDARY
BENEFICIARY                                                                      Children
equally per Stirpes

    


    


    


    This Beneficiary Designation hereby
revokes any prior Beneficiary Designation that may have been in
effect.

    


    Such Beneficiary Designation is
revocable.

    


    


    DATE:
December 23,  2008

    


    


    


    /s/: George Joyce

    
      	
               
      

            	
                                              TRUSTEE

            	 


    

    


    


    


    /s/ Thomas W. Schneider

    DULY AUTHORIZED OFFICER

    


    


    *  I
understand and agree that no death benefit in excess of the deferrals made by me
(plus earnings thereon) will be paid unless Pathfinder Bank has acquired
insurance on my life and such insurance is in place.

     

    EXHIBIT
B

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    BENEFICIARY
DESIGNATION

    


    


    The Trustee, under the terms of the
Pathfinder Bank Amended and Restated Trustee Deferred Fee Plan hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits*
under such Plan, following his death:

    


    


    PRIMARY
BENEFICIARY:                                                                           Susan
Burritt

    


    SECONDARY
BENEFICIARY                                                                       My
children Andrea Burritt, Danielle Burritt, Richard

                                              
Burritt, Jennifer White

    


    


    


    


    This Beneficiary Designation hereby
revokes any prior Beneficiary Designation that may have been in
effect.

    


    Such Beneficiary Designation is
revocable.

    


    


    DATE:
December 23,  2008

    


    


    


    /s/: Chris Burritt

    
      	
               
      

            	
                                              TRUSTEE

            	 


    

    


    


    


    /s/ Thomas W. Schneider

    DULY AUTHORIZED OFFICER

    


    


    *  I
understand and agree that no death benefit in excess of the deferrals made by me
(plus earnings thereon) will be paid unless Pathfinder Bank has acquired
insurance on my life and such insurance is in place.

     

    


    EXHIBIT
B

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    BENEFICIARY
DESIGNATION

    


    


    The Trustee, under the terms of the
Pathfinder Bank Amended and Restated Trustee Deferred Fee Plan hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits*
under such Plan, following his death:

    


    


    PRIMARY
BENEFICIARY:                                  Daughters
equally per Stirpes: Cathleen S. Dorr,

     Mary
M. Spencer, Sara A. Spencer

    


    SECONDARY
BENEFICIARY

    


    


    


    This Beneficiary Designation hereby
revokes any prior Beneficiary Designation that may have been in
effect.

    


    Such Beneficiary Designation is
revocable.

    


    


    DATE:
December 23,  2008

    


    


    


    /s/: Corte J. Spencer

    
      	
               
      

            	
                                              TRUSTEE

            	 


    

    


    


    


    /s/ Thomas W. Schneider

    DULY AUTHORIZED OFFICER

    


    


    *  I
understand and agree that no death benefit in excess of the deferrals made by me
(plus earnings thereon) will be paid unless Pathfinder Bank has acquired
insurance on my life and such insurance is in place.

     

    EXHIBIT
B

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    BENEFICIARY
DESIGNATION

    


    


    The Trustee, under the terms of the
Pathfinder Bank Amended and Restated Trustee Deferred Fee Plan hereby designates
the following Beneficiary to receive any guaranteed payments or death benefits*
under such Plan, following his death:

    


    


    PRIMARY
BENEFICIARY:                                                                           Marianne
Thomas

    


    


    SECONDARY
BENEFICIARY                                                                       Branden
& Evan Thomas equally, per stirpes

    


    


    


    This Beneficiary Designation hereby
revokes any prior Beneficiary Designation that may have been in
effect.

    


    Such Beneficiary Designation is
revocable.

    


    


    DATE:
December 23,  2008

    


    


    


    /s/: Steven W. Thomas

    
      	
               
      

            	
                                             TRUSTEE

            	 


    

    


    


    


    /s/ Thomas W. Schneider

    DULY AUTHORIZED OFFICER

    


    


    *  I
understand and agree that no death benefit in excess of the deferrals made by me
(plus earnings thereon) will be paid unless Pathfinder Bank has acquired
insurance on my life and such insurance is in place.

     

    EXHIBIT
C

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DFERRED FEE PLAN

    


    NOTICE
OF ADJUSTMENT OF DEFERRAL

    


    


    
      	
              TO:

            	
              Plan
      Administrator, Amended and Restated Trustee Deferred Fee
    Plan

            


    

    


    I hereby give notice of my election to
adjust the amount of my Trustee Fee deferral in accordance with my Deferral
Agreement, dated the ____ day of __________, 20__.  This notice is
submitted thirty (30) days prior to January 1st, and shall become effective
January 1st, as specified below.

    


    Adjust
deferral as
of:                                                                January
1, 2008

    


    Previous Deferral
Amount:                   _____
Percent (____%) or $750.00 per month

    


    New Deferral
Amount:                          _____
Percent (____%) or $ 417.00 per month

    (to discontinue deferral, enter
$0)

    


    


    /s/ Corte
J. Spencer

    TRUSTEE

    


    12/23/08

    DATE

    


    


    PATHFINDER BANK

    


    BY:_________________________________

    


    TITLE:
_____________________________

    


    


    ____________________________________

    DATE

     

    
 

    EXHIBIT
D

    


    PATHFINDER
BANK

    AMENDED
AND RESTATED

    TRUSTEE
DEFERRED FEE PLAN

    


    TRANSITION
ELECTION YEAR FORM

    


     Instructions:  If you are a
participant in the Amended and Restated Trustee Deferred Fee Plan (the “Plan”),
and you previously filed a Deferral Agreement with Pathfinder Bank (the “Bank”),
you have a limited period of time to use this Transition Year Election Form to
elect to change your previous distribution elections.

    


    Due
to IRS rules, individuals who participate in the Plan during 2008 must complete
this form no later than December 31, 2008.  You may not use this form to
change your distribution elections with respect to payments that are scheduled
to be made to you in 2008, or otherwise to cause payments to be made to you in
2008.

    


    Print
Name:                                

    


    I hereby
elect to modify my Benefit Age effective as of this _____ day of
_________________, 20__, and to begin receiving benefits under the Pathfinder
Bank Trustee Deferred Fee Plan in accordance with the terms and conditions set
forth in Section 5.6 thereunder.

    


    I hereby
acknowledge and agree that by modifying the elected Benefit Age set forth in my
Deferral Agreement (Exhibit A hereto), I will receive a reduced benefit equal to
the value of my Elective Contribution Account calculated as of the last day of
the month in which I attain my Modified Benefit Age.  Such reduced
benefit shall be annuitized (using the Interest Factor) and be payable to me
commencing on the first day of the second month following the month in which I
attain my Modified Benefit Age, and shall be payable in one hundred twenty (120)
monthly installments throughout the Payout Period.

    


    I hereby
elect a Modified Benefit Age of ____, which I will attain as of the ____ day of
__________________, 20___.

    


    In
addition, pursuant to Section 5.2 of the Plan, in the event of Disability, I
hereby make a one-time election (which may not be changed) to receive my
Disability Benefit at the time of (check one) ___ my Disability, or ___ my
Benefit Eligibility Date.

    


    


    


    DATE                                                                           TRUSTEE