exh10-3.htm


    


    


    


    


    


    


    


    


    


    


    


    


    


    EXECUTIVE
DEFERRED

    COMPENSATION
PLAN

    


    


    PATHFINDER
BANK

    


    


    EFFECTIVE
AS OF:

    


    December
31, 2003

    


    AMENDED
AND RESTATED:

    


    January
1, 2005

    


    


    


    


    


    


    


     

    AMENDED
AND RESTATED

    EXECUTIVE
DEFERRED

    COMPENSATION
PLAN

    


    This
Amended and Restated Executive Deferred Compensation Plan (the “Plan”),
effective as of January 1, 2005, formalizes the understanding by and between
PATHFINDER BANK (the “Bank”), a state chartered stock savings bank, and certain
eligible Executives, hereinafter referred to as “Executive,” who shall be
approved by the Bank to participate and who shall elect to become a party to
this Executive Deferred Compensation Plan by execution of an Executive Deferred
Compensation Plan Deferral Agreement (“Deferral Agreement”) in a form provided
by the Bank.  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 Executives are a
selected group of management employees; and

    


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

    


    WHEREAS, the Bank values the
efforts, abilities and accomplishments of such Executives and recognizes that
the Executives’ 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 must
comply with its terms or subject the recipients of such compensation to current
taxes and penalties; and

    


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

    


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

    


    WHEREAS, the Bank and the
Executives intend this Plan to be considered an unfunded arrangement, maintained
primarily to provide retirement income for such Executives, for tax purposes and
for purposes of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”); and

    


    WHEREAS, the Bank has adopted
this amended and restated Executive 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 Executive’s Deferral Agreement to whom the deceased Executive’s
      benefits are payable.  If no Beneficiary is so designated, then
      the Executive’s Spouse, if living, will be deemed the
      Beneficiary.  If the Executive’s Spouse is not living, then the
      Children of the Executive will be deemed the Beneficiaries and will take
      on a per stirpes basis.  If there are no Children, then the
      Estate of the Executive will be deemed the
  Beneficiary.

            


    

    


    
      	
              1.3

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

            


    

    


    
      	
              1.4

            	
              “Benefit
      Eligibility Date” shall be the date on which a Executive is entitled to
      receive his Deferred Compensation Benefit.  It shall be the
      first day of the month following the month in which the Executive 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.

            


    

    


    
      	
              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 Executive’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 Executive’s Deferral
      Agreement during which the Executive shall defer current
      compensation.  The Deferral Period shall commence on the date
      designated in the Executive’s Deferral
  Agreement.

            


    

    


    
      	
              1.9

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

            


    

    


    
      	
              1.10

            	
              “Disability
      Benefit” means the monthly benefit payable to the Executive if the
      Executive becomes Disabled.

            


    

    


    
      	
              1.11

            	
              “Effective
      Date” of this Plan was originally December 31, 2003, however, the
      effective date of this amended and restated Plan is January 1,
      2005.

            


    

    


    
      	
              1.12

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

            


    

    


    
      	
              1.13

            	
              “Elective
      Contribution Account” shall be represented by the bookkeeping entries
      required to record a Executive’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 Executive or any
Beneficiary.

            


    

    


    1.14           “Estate”
means the estate of the Executive.

    


    
      	
              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
      Executive’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 Executive in connection with installment
      distributions made following a Executive’s retirement or other termination
      of employment.  Unless changed pursuant to a written resolution
      of the Board of Executives, 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
      Executive’s Elective Contribution Account prior to the Executive’s
      retirement or other termination of employment.  Unless changed
      pursuant to a written resolution of the Board of Executives, 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
      Executive during his Deferral Period (excluding any interest accrued on
      such deferrals), and so designated in the Executive’s Deferral
      Agreement.

            


    

    


    
      	
              1.21

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

            


    

    


    
      	
              1.22

            	
              “Survivor’s
      Benefit” means if the Bank has obtained insurance on the life of the
      Executive, an annual amount payable to the Beneficiary in monthly
      installments throughout the Payout Period, equal to the amount designated
      in the Executive’s Deferral Agreement.  If the Bank has not
      obtained insurance on the life of the Executive, the Survivor’s Benefit
      shall be equal to the accrued benefit in the Executive’s Elective
      Contribution Account as of the Executive’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
Executive 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
Executive and the Bank agree that the Executive may defer into his Elective
Contribution Account on a monthly basis a percentage or dollar amount of such
Executive’s compensation up to Seven Hundred Fifty Dollars ($750.00) which the
Executive 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 Executive’s Projected Deferral, without
Board of Executive approval.  The specific amount of the Executive’s
monthly deferred compensation shall be designated in the Executive’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 compensation designated in the Executive’s Deferral
Agreement shall continue in effect pursuant to the terms of this Plan unless and
until the Executive amends his Deferral Agreement by filing with the
Administrator a Notice of Adjustment of Deferral Amount (Exhibit C of the
Deferral Agreement).  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 Executive’s Deferral Period.  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 Executive.

    


    


    SECTION
V

    RETIREMENT
BENEFIT

    


    
      	
              5.1

            	
              Retirement
      Benefit.  Subject to Subsection 6.1 of this Plan, the
      Bank agrees to pay the Executive the Deferred Compensation Benefit
      commencing on the Executive’s Benefit Eligibility Date.  Such
      payments will be made over the term of the Payout Period.  In
      the event of the Executive’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 Executive’s Beneficiary a
      continuation of the monthly installments for the number of months
      remaining in the Payout Period.

            


    

    


    
      	
              5.2

            	
              Disability
      Benefit. The Executive
      shall be entitled to receive the Disability Benefit hereunder if the
      Executive becomes Disabled.  For purposes of this Subsection,
      “Disability” or “Disabled” shall mean the Executive: (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
      Executive’s employer; or (iii) is determined to be totally disabled by the
      Social Security Administration.  The Disability Benefit shall
      begin within thirty (30) days the Executive is determined to be
      Disabled.  The amount of the monthly benefit shall be the
      annuitized value of the Executive’s Elective Contribution Account,
      measured as of the date of the Disability determination and payable over
      the Payout Period.  The Post-Retirement Interest Factor shall be
      used to annuitize the Elective Contribution Account.  In the
      event the Executive 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 Executive’s
death.

            


    

    


    
      	
              5.3

            	
              Voluntary or
      Involuntary Termination.  If the Executive’s employment
      with the Bank is voluntarily or involuntarily terminated (including
      termination for Cause) prior to the attainment of his Benefit Eligibility
      Date, the Executive’s death or Disability, then commencing on his Benefit
      Eligibility Date, the Executive 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.

            


    

    


    
      	
              5.4

            	
              Termination of
      Employment Related to a Change in Control.  If a Change
      in Control occurs, and thereafter the Executive’s employment is terminated
      (either voluntarily or involuntarily) within thirty-six (36) months, the
      Executive shall be entitled to receive his Deferred Compensation Benefit
      calculated as if Executive 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 Executive’s Benefit
      Eligibility Date in monthly installments throughout the Payout
      Period.  In the event the Executive 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 Executive’s Beneficiary, the Survivor’s Benefit.  In the
      event the Executive 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 Executive’s Beneficiary a
      continuation of the monthly installments for the remainder of the Payout
      Period.

            


    

    


    
      	
              5.5

            	
              Modification of
      Benefit Age.  Notwithstanding anything in the Plan to the
      contrary, an Executive 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 by the later of December
      31, 2008.  If the Executive 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, Executive shall be entitled to receive the value of his
      Elective Contribution Account calculated as of the last day of the month
      in which Executive 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 Executive’s attaining his
      Modified Benefit Age in monthly installments throughout the Payout
      Period.  In the event the Executive 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 Executive’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 Executive’s Beneficiary a continuation of the monthly installments for
      the remainder of the Payout Period.

            


    

    


    SECTION
VI

    DEATH
BENEFITS

    


    
      	
              6.1

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

            


    

    


    
      	
               
      

            	
              (a)

            	
              (1)
      In the event death occurs (i) while the Executive is receiving the
      Disability Benefit provided for in Subsection 5.2, or (ii) after the
      Executive has become eligible for such Disability Benefit payments but
      before such payments have commenced, the Executive’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 Executive.  In the event death occurs after the
      Executive has received the Disability Benefit provided for in Subsection
      5.2 for the entire Payout
      Period, the Executive’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 Executives, 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
Executive 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 Executive’s life, and (ii)
Board of Director approval is obtained, the Bank shall pay the Executive’s
Beneficiary a lump sum payment for the difference. This lump sum payment shall
be made within thirty (30) days of the Executive’s death.

    


    
      	
               
      

            	
              (b)

            	
              In
      the event death occurs while the Executive is (i) in the employment of the
      Bank, (ii) deferring compensation 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
      Executive’s Deferral Agreement, the Executive’s Beneficiary shall be paid
      the Survivor’s Benefit.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      the event death occurs while the Executive is (i) in the employment of the
      Bank, (ii) deferring compensation 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
      Executive’s Deferral Agreement, the Executive’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 compensation actually deferred by the Executive as of his death,
      and the denominator of which is equal to the total amount of compensation
      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 Executive completes less than One
      Hundred Percent (100%) of his Projected Deferrals due to any voluntary or
      involuntary termination, the Executive’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 compensation actually deferred by the Executive, and the denominator
      of which is equal to the Executive’s Projected
  Deferral.

            


    

    


    
      	
               
      

            	
              (e)

            	
              In
      the event the Executive completes One Hundred Percent (100%) of his
      Projected Deferrals prior to any
      voluntary or involuntary termination, and provided no payments have been
      made pursuant to Subsection 5.2, the Executive’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 Executive’s death, the Executive’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 Executive. Such benefit shall be payable within thirty (30) days of
      the Executive’s death.

            


    

    


    SECTION
VII

    BENEFICIARY
DESIGNATION

    


    The
Executive 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

    EXECUTIVE’S
RIGHT TO ASSETS

    


    The
rights of the Executive, any Beneficiary, or any other person claiming through
the Executive under this Plan, shall be solely those of an unsecured general
creditor of the Bank.  The Executive, the Beneficiary, or any other
person claiming through the Executive, shall only have the right to receive from
the Bank those payments so specified under this Plan. The Executive 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 Executive 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 Executive, 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 Executive 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
Executive, then the Executive 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 Executive 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 Executive or his
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency or otherwise. In the event the Executive 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

    ERISA
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 Executive (or to his Beneficiary in the case of the
      Executive’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 Guarantee of
      Employment.  Nothing contained herein will confer upon
      the Executive 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
      Executive without regard to the existence of the
      Plan.  Notwithstanding anything herein contained to the
      contrary, any payment to the Executive 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: (1)
      insofar as is reasonable, effect will be given to the intent manifested in
      the provisions held invalid or inoperative, and (2) 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 Executive 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 Executive
      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 Executive shall keep the Bank informed of
      his current address and the current address of his Beneficiaries. If the
      location of the Executive 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 Executive 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 Executive 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 Executive 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 Executive’s death results from suicide,
      whether sane or insane, within twenty-six (26) months after the execution
      of his Deferral Agreement. If the Executive dies during this twenty-six
      (26) month period due to suicide, the balance of his Elective Contribution
      Account will be paid to the Executive’s Beneficiary in a single payment.
      Payment is to be made within thirty (30) days after the Executive’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 Executive, 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 Executives 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

            	
              Tax Withholding and
      Code Section 409A Taxes.  Any distribution under this
      Plan shall be reduced by the amount of any taxes required to be withheld
      from such distribution.  This Plan shall permit the acceleration
      of the time or schedule of a payment to pay employment related taxes as
      permitted under Treasury Regulation Section 1.409A-3(j) or to pay any
      taxes that may become due at any time that the arrangement fails to meet
      the requirements of Code Section 409A and the regulations and other
      guidance promulgated thereunder.  In the latter case, 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
      Executive to the Employer; (vii) in satisfaction of certain bona fide
      disputes between the Executive and the Employer; or (viii) for any other
      purpose set forth in the Treasury Regulations and subsequent
      guidance.

            


    

    


    SECTION
XIII

    AMENDMENT/TERMINATION

    


    
      	
              13.1

            	
              Partial
      Termination.  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
      Termination.  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 Executive his or her
      benefit as set forth below.  Such complete termination of the
      Plan shall occur only under the following circumstances and
      conditions:

            


    

    


    (a)           The
Bank may terminate the Plan within 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 Executive’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 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 Executive and all executives under substantially
similar arrangements are required to receive all amounts of compensation
deferred under the terminated arrangements within 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 Executive 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 12 months of
the termination of the arrangement; (iv) all payments are made within 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 Executive 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 written
below.

    


    


    PATHFINDER BANK

    


    


    


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

    Date                                                                                                      
Thomas W. Schneider,

    President
and Chief Executive Officer

    


    


    


    PATHFINDER BANCORP, INC.

    


    


    


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

    Date                                                                                                     
 Thomas W. Schneider,

    President and Chief Executive
Officer

    


    


    


    PATHFINDER BANCORP, MHC

    


    


    


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

    Date                                                                                                    
  Thomas W. Schneider

    President and Chief Executive
Officer

    


    


     

    


    


    EXHIBIT
A

    


    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, Thomas W. Schneider, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Amended and Restated Pathfinder Bank Executive
Deferred Compensation 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 of my monthly Compensation.  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 $50,000.  I understand that this
election to defer applies only to Compensation 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
Compensation to be deferred or to discontinue deferrals altogether.

    


    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.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $2,857
pursuant to section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    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.

    


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

    


    Dated
this 23 day of December, 2008

    


    


    /s/
Thomas W.
Schneider                                                                /s/
James A. Dowd

    Executive                                      
                                                    Duly
Authorized Officer of Pathfinder Bank

     

    EXHIBIT
A

    


    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, James A. Dowd, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Amended and Restated Pathfinder Bank Executive
Deferred Compensation 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 of my monthly Compensation.  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 $50,000.  I understand that this
election to defer applies only to Compensation 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
Compensation to be deferred or to discontinue deferrals altogether.

    


    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.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $4,394
pursuant to section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    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.

    


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

    


    Dated
this 23 day of December, 2008

    


    


    /s/ James
A.
Dowd                                                                /s/
Thomas W. Schneider

    Executive                         
                                                     Duly
Authorized Officer of Pathfinder Bank

     

    EXHIBIT
A

    


    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    DEFERRAL
AGREEMENT

    


    


    I, Melissa A. Miller, and PATHFINDER BANK hereby agree
for good and valuable consideration, the value of which is hereby acknowledged,
that I shall participate in the Amended and Restated Pathfinder Bank Executive
Deferred Compensation 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 of my monthly Compensation.  Such deferrals
shall commence on February 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 $50,000.  I understand that this
election to defer applies only to Compensation 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
Compensation to be deferred or to discontinue deferrals altogether.

    


    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.

    


    In general, I understand that my
designated Beneficiary may be entitled to a monthly Survivor’s Benefit of $2,174
pursuant to section 6.1 of the Plan and subject to all relevant subsections of
the Plan.

    


    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.

    


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

    


    Dated
this 23 day of December, 2008

    


    


    /s/
Melissa A.
Miller                                                                /s/
Thomas W. Schneider

    Executive                              
                                                    Duly
Authorized Officer of Pathfinder Bank

     

    


    EXHIBIT
B

    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    BENEFICIARY
DESIGNATION

    


    


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

    


    


    PRIMARY
BENEFICIARY:                                                                Joy
Ann Schneider

    


    
      	
              SECONDARY
      BENEFICIARY:

            	
              Thomas
      J. Schneider, Matthew R. Schneider, James A. Schneider, equally per
      stirpes

            


    

    


    


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

    


    Such Beneficiary Designation is
revocable.

    


    


    


    December
23,
2008                                                                                     /s/
Thomas W. Schneider

    
      	
              Date

            	
                   
      EXECUTIVE

            	 


    

    


     

    


    


    


    


    
      	
              ·  

            	
              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

    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    BENEFICIARY
DESIGNATION

    


    


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

    


    


    PRIMARY
BENEFICIARY:                                                                Nancy
J. Dowd (Mother)

    


    
      	
              SECONDARY
      BENEFICIARY:

            	
              John
      W. Dowd (Brother)

            


    

    


    


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

    


    Such Beneficiary Designation is
revocable.

    


    


    


    December
23,
2008                                          
                                    /s/
James A. Dowd

    
      	
              Date

            	
              EXECUTIVE

            	 


    

    


    


    


    


    


    


    


    
      	
              ·  

            	
              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

     

    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    BENEFICIARY
DESIGNATION

    


    


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

    


    


    PRIMARY
BENEFICIARY:                                                                Lisa
E. Dashnau

    


    
      	
              SECONDARY
      BENEFICIARY:

            	
              Makayla
      Dashnau (Mesec) and Maddison
Dashnau

            


    

    


    


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

    


    Such Beneficiary Designation is
revocable.

    


    


    


    December
23,
2008                                                                               /s/
Melissa A. Miller

    
      	
              Date

            	
              EXECUTIVE

            	 


    

    


    


    


    


    


    


    


    
      	
              ·  

            	
              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

    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DFERRED COMPENSATION PLAN

    


    NOTICE
OF ADJUSTMENT OF DEFERRAL AMOUNT

    


    


    
      	
              TO:

            	
              Administrative
      Committee, Executive Deferred Compensation
Plan

            


    

    


    I hereby give notice of my election to
adjust the amount of my compensation deferral in accordance with my Deferral
Agreement, dated the ____ day of __________, 20__.  This notice is
submitted fifteen (15) days prior to January 1st, and shall become effective
January 1st, as specified below.

    


    Adjust
deferral as
of:                                                          January
1st, 20__

    


    Previous
Deferral
Amount:                                               ______
Percent (_____%) or $_____________ per month

    


    New
Deferral
Amount:                                                      ______ Percent (_____%) or $
_____________ per month

                               
(to discontinue deferral, enter $0)

    


    _____________________                                                                ______________________________

    Date                                                                EXECUTIVE

    


    


    _____________________                                                                ______________________________

    Date                                                                ACKNOWLEDGED

    


    BY:_________________________________

    


    TITLE:
_____________________________

    


    


    


    EXHIBIT
D

    AMENDED
AND RESTATED

    PATHFINDER
BANK

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    TRANSITION
ELECTION YEAR FORM

    


    


     Instructions:  If you are a
participant in the Amended and Restated Pathfinder Bank Executive Deferred
Compensation Plan (the “Plan”), and you previously filed a distribution election
form with Pathfinder Bank (the “Bank”) in which you designated your Benefit Age
for when Deferred Compensation Benefits will commence under the Plan, you have a
limited period of time to use this Transition Year Election Form to elect to
change your previous designated Benefit Age.

    


    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 Benefit Age 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 am a
participant in the Amended and Restated Pathfinder Bank Executive Deferred
Compensation Plan, which was initially effective as of December 31, 2003, and
amended and restated effective January 1, 2005.  Internal Revenue Code
Section 409A provides that I must affirmatively select my Benefit Age in
accordance with  the Plan.  I understand that I may not make
an election to cause payments to be made in 2008, or to change the time and form
of payment of benefits that are scheduled to begin in 2008.

    


    Note:                      If you do not wish to change your
Benefit Age previously filed  in your Deferral Agreement, then you do
not need to complete this Transition Year Election Form.

    


    I,
_____________________, hereby elect to modify my Benefit Age effective as of
this _____ day of _________________, 20__, and to begin receiving benefits under
the Amended and Restated Pathfinder Bank Executive Deferred Compensation 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__.

    


    


    _______________________                                                                                                _________________________________

    Date                                                                                     Executive