ex10-2.htm


    Exhibit
      10.2

    


    AMENDED
      AND RESTATED WILBER
      NATIONAL BANK SPLIT DOLLAR POLICY ENDORSEMENT

    


    


    
      	
              Insurers:

            	
              Mass
                Mutual Life Insurance Company

            
	 	
              Mass
                Mutual Life Insurance Company

            
	 	
              Mass
                Mutual Life Insurance Company

            
	 	
              Mass
                Mutual Life Insurance Company

            
	 	
              Southland
                Life Insurance Company

            
	 	
              New
                York Life Insurance Company

            
	 	 
	
              Policy
                Numbers:

            	
              Included
                in original document

            
	 	 
	
              Bank:

            	
              Wilber
                National Bank

            
	 	 
	
              Insured:

            	
              Douglas
                C. Gulotty

            
	 	 
	
              Relationship
                of Insured to Bank:

            	
              Executive

            
	 	 
	
              Trust:

            	
              Rabbi
                Trust for The Bank of New York

            


    

    


    The
      respective rights and duties of the Bank and the Insured in the above-referenced
      policy shall be pursuant to the terms set forth below:

    


    
      	
              I.

            	
              DEFINITIONS
                

            


    

    


    Refer
      to
      the policy contract for the definition of any terms in this Agreement that
      are
      not defined herein.  If the definition of a term in the policy is
      inconsistent with the definition of a term in this Agreement, then the
      definition of the term as set forth in this Agreement shall supersede and
      replace the definition of the terms as set forth in the policy.

    


    
      	
               

            	
              A.

            	
              Normal
                Retirement Age: 

            


    

    


    “Normal
      Retirement Age” shall mean the later of age sixty-two (62) or
      termination.

    


    B.           
      Base Annual Salary:

    


    “Base
      Annual Salary” shall mean the most recent base full-time annual salary,
      exclusive of bonuses, commissions, options, or incentives of any
      kind.  In the event of retirement or other termination of employment,
      Base Annual Salary shall be the last base salary annualized prior to retirement
      of such other termination of employment.

    


    
      	
               

            	
              C.

            	
              Disability:
                

            


    

    


    Disability
      shall mean, the Insured is unable to perform substantially all of the Insured’s
      normal duties, as determined by the Insured’s written agreement of the Bank and
      or Wilber’s personnel policies, as established by the Board of Directors of the
      Bank and or Wilber in their sole and absolute discretion.

    


    
      	
              II.

            	
              POLICY
                TITLE AND OWNERSHIP 

            


    

    


    Title
      and
      ownership shall reside in the Trustee for the Rabbi Trust for the Wilber
      National Bank Split Dollar Policy Endorsement for its use and for the use of
      the
      Insured all in accordance with this Agreement.  The Trustee at the
      direction of the Bank may, to the extent of its interest, exercise the right
      to
      borrow or withdraw on the policy cash values.  Where the Trustee at
      the direction of the Bank and the Insured (or assignee, with the consent of
      the
      Insured) mutually agree to exercise the right to increase the coverage under
      the
      subject Beneficiary Designation Agreement, then, in such event, the rights,
      duties and benefits of the parties to such increased coverage shall continue
      to
      be subject to the terms of this Agreement.  Any rights created under
      the Split Dollar Policy Endorsement and the Rabbi Trust shall be mere unsecured
      contractual rights of split dollar policy plan participants and their
      beneficiaries against the Trust.  Any assets held by the Trust will be
      subject to the claims of Bank’s general creditors under federal and state law in
      the event of insolvency.


    
      
         

      

      
        96-K

        
          

        

      

      
         

      

    


    


    
      	
              III.

            	
              BENEFICIARY
                DESIGNATION RIGHTS 

            


    

    


    The
      Insured (or assignee) shall have the right and power to designate a beneficiary
      or beneficiaries to receive the Insured’s share of the proceeds payable upon the
      death of the Insured, and to elect and change a payment option for such
      beneficiary, subject to any right or interest the Bank may have in such
      proceeds, as provided in this Agreement.  The Insured shall have the
      right to name such Beneficiary at any time prior to the Insured’s death and
      submit it to the Plan Administrator (or Plan Administrator’s representative) on
      the form provided.  Once received and acknowledged by the Plan
      Administrator, the form shall be effective.  The Insured may change a
      Beneficiary designation at any time by submitting a new form to the Plan
      Administrator.  Any such change shall follow the same rules as for the
      original Beneficiary designation and shall automatically supersede the existing
      Beneficiary form on file with the Plan Administrator.

    


    If
      the
      Insured dies without a valid Beneficiary designation on file with the Plan
      Administrator, death benefits shall be paid to the Insured’s estate.

    


    If
      the
      Plan Administrator determines in its discretion that a benefit is to be paid
      to
      a minor, to a person declared incompetent, or to a person incapable of handling
      the disposition of that person’s property, the Plan Administrator may direct
      distribution of such benefit to the guardian, legal representative or person
      having the care or custody of such minor, incompetent person or incapable
      person.  The Plan Administrator may require proof of incompetence,
      minority or guardianship as it may deem appropriate prior to distribution of
      the
      benefit.  Any distribution of a benefit shall be a distribution for
      the account of the Insured and the Beneficiary, as the case may be, and shall
      be
      a complete discharge of any liability under the Agreement for such distribution
      amount.

    


    
      	
              IV.

            	
              PREMIUM
                PAYMENT METHOD 

            


    

    


    Subject
      to the Bank’s absolute right to surrender or terminate the policy at any time
      and for any reason, the Bank or the Trustee at the direction of the Bank must
      pay an amount equal to the planned premiums and any other premium payments
      that
      might become necessary to keep the policy in force.  In the event the
      Bank shall surrender or terminate the policy(ies), the Bank, or any successor
      thereof, shall provide replacement coverage and pay any such premium payment
      due
      for such replacement coverage, to insure payment of the benefit as stated in
      Paragraph VI.

    


    
      	
              V.

            	
              TAXABLE
                BENEFIT 

            


    

    


    Annually
      the Insured will receive a taxable benefit equal to the imputed value of
      insurance as required by the Internal Revenue Service.  The Bank (or
      its administrator) will report to the Insured the amount of imputed income
      each
      year on Form W-2 or its equivalent.

    


    
      	
              VI.

            	
              DIVISION
                OF DEATH PROCEEDS 

            


    

    


    Subject
      to Paragraphs VII and IX herein, the division of the death proceeds of the
      policy(ies) is as follows:

    


    
      	
               

            	
              A.

            	
              Should
                the Insured be employed by the Bank at the time of death, the Insured’s
                Beneficiary(ies), designated in accordance with Paragraph III, shall
                be
                entitled to an amount equal to the lesser of four times (4x’s) the
                Insured’s final Base Annual Salary, less Fifty Thousand and 00/100th
                Dollars ($50,000.00) or one hundred percent (100%) of the net-at-risk
                insurance portion of the proceeds.  The net-at-risk insurance
                portion is the total proceeds less the cash value of the
                policy.  Such death benefit shall not exceed Seven Hundred
                Thousand and 00/100th
                Dollars ($700,000.00). 

            


    

    


    
      	
               

            	
              B.

            	
              Should
                the Insured be retired from the Bank on or after age sixty-two (62)
                at the
                time of death, the Insured’s Beneficiary(ies) designated in accordance
                with Paragraph III, shall be entitled to a benefit equal to the lesser
                of
                the Insured’s final Base Annual Salary or one hundred percent (100%) of
                the net-at-risk insurance portion of the proceeds.  Should the
                combination of the Insured’s age and total years of employment be at least
                seventy (70), at the time of the Insured’s death, the Insured’s
                Beneficiary(ies) shall be entitled to a benefit equal to the lesser
                of
                four times (4x’s) the Insured’s final Base Annual Salary, exclusive of
                bonuses, options or incentives or one hundred percent (100%) of the
                net-at-risk insurance portion of the proceeds.  The net-at-risk
                insurance portion is the total proceeds less the cash value of the
                policy.  Such death benefit shall not exceed Seven Hundred
                Thousand and 00/100th
                Dollars ($700,000.00). 

            


    


    
      
         

      

      
        97-K

        
          

        

      

      
         

      

    


    
      	
               

            	
              C.

            	
              Should
                the Insured be terminated from the bank due to Disability at the
                time of
                death, the Insured’s Beneficiary(ies) shall be entitled to a benefit equal
                to the lesser of four times (4x’s), the Insured’s final Base Annual
                Salary, or one hundred percent (100%) of the net-at-risk insurance
                portion
                of the proceeds.  The net-at-risk insurance portion is the total
                proceeds less the cash value of the policy.  Such death benefit
                shall not exceed Seven Hundred Thousand and 00/100th
                Dollars ($700,000.00). 

            


    

    


    
      	
               

            	
              D.

            	
              Should
                the Insured suffer a voluntary termination of employment from the
                Bank,
                without cause, prior to age sixty-two (62), the Insured’s Beneficiary(ies)
                shall be entitled to an amount equal to the lesser of Twenty-Five
                Thousand
                and 001/00th
                Dollars ($25,000.00) or one hundred percent (100%) of the net-at-risk
                insurance portion of the proceeds, unless superseded by a termination
                agreement by and between the Bank and the Insured.  The
                net-at-risk insurance portion is the total proceeds less the cash
                value of
                the policy. 

            


    

    


    
      	
               

            	
              E.

            	
              Should
                the Insured suffer an involuntary termination of employment from
                the Bank,
                without case, prior to the age sixty-two (62), the Insured’s
                Beneficiary(ies) shall be entitled to an amount equal to the lesser
                of the
                Insured’s final Base Annual Salary, or one hundred percent (100%) of the
                net-at-risk insurance portion of the proceeds, unless superseded
                by a
                termination agreement by and between the Bank and the
                Insured.  The net-at-risk insurance portion is the total
                proceeds less the cash value of the policy.


            


    

    


    
      	
               

            	
              F.

            	
              Should
                the Insured be discharged “for cause” at the time of death, the Insured’s
                Beneficiary(ies) shall be entitled to amount equal to the lesser
                of Ten
                Thousand and 00/100th
                Dollars ($ 10,000.00) or one hundred percent (100%) of the net-at-risk
                insurance portion of the proceeds. The net-at-risk insurance portion
                is
                the total proceeds less the cash value of the policy.  The term
                “for cause” shall mean termination for gross negligence, commission of a
                felony or crime involving moral turpitude, fraud, disloyalty, dishonesty
                or violation of any law or Bank policy.


            


    

    


    
      	
               

            	
              G.

            	
              The
                Bank shall be entitled to the remainder of such proceeds.
                

            


    

    


    
      	
               

            	
              H.

            	
              The
                Bank and the Insured (or assignees) shall share in any interest due
                on the
                death proceeds on a pro rata basis as the proceeds due each respectively
                bears to the total proceeds, excluding any such interest.
                

            


    

    


    
      	
              VII.

            	
              DIVISION
                OF THE CASH SURRENDER VALUE OF THE POLICY


            


    

    


    The
      Bank
      or the Trust shall at all times be entitled to an amount equal to the policy’s
      cash value, as that term is defined in the policy contract, less any policy
      loans and unpaid interest or cash withdrawals previously incurred by the Bank
      or
      the Trustee at the direction of the Bank and any applicable surrender
      charges.  Such cash value shall be determined as of the date of
      surrender or death as the case may be.

    


    
      	
              VIII.

            	
              RIGHTS
                OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS
                

            


    

    


    In
      the
      event the policy involves an endowment or annuity element, the Bank’s or the
      Trust’s right and interest in any endowment proceeds or annuity benefits, on
      expiration of the deferment period, shall be determined under the provisions
      of
      this Agreement by regarding such endowment proceeds or the commuted value of
      such annuity benefits as the policy’s cash value.  Such endowment
      proceeds or annuity benefits shall be considered to be like death proceeds
      for
      the purposes of division under this Agreement.

    


    IX.           
      TERMINATION OF AGREEMENT

    


    This
      Agreement shall terminate upon distribution of the death benefit proceeds in
      accordance with Paragraph VI above.

    


    
      	
              X.

            	
              INSURED’S
                OR ASSIGNEE’S ASSIGNMENT RIGHTS 

            


    

    


    The
      Insured may not, without the written consent of the Bank or the Trustee, assign
      to any individual, trust or other organization, any right, title or interest
      in
      the subject policy nor any rights, options, privileges or duties created under
      this Agreement.

    


    
      	
              XI.

            	
              AGREEMENT
                BINDING UPON THE PARTIES 

            


    

    


    This
      Agreement shall bind the Insured and the Bank or the Trustee at the direction
      of
      the Bank, their heirs, successors, personal representatives and assigns.


    
      
         

      

      
        98-K

        
          

        

      

      
         

      

    


    


    
      	
              XII.

            	
              ADMINISTRATIVE
                AND CLAIMS PROVISIONS 

            


    

    


    
      	
               

            	
              The
                following provisions are part of this Agreement and are intended
                to meet
                the requirements of the Employee Retirement Income Security Act of
                1974
                (“ERISA”): 

            


    

    


    A.           
      Plan
      Administrator.

    


    The
“Plan
      Administrator” of this Split Dollar Policy Endorsement shall be Wilber National
      Bank.  As Plan Administrator, the Bank or the Trustee at the direction
      of the Bank shall be responsible for the management, control, and administration
      of this Split Dollar Policy Endorsement as established herein.  The
      Plan Administrator may delegate to others certain aspects of the management
      and
      operation responsibilities of the Plan, including the employment of advisors
      and
      the delegation of any ministerial duties to qualified individuals.

    


    
      	
               

            	
              B.

            	
              Basis
                of Payment of
                Benefits. 

            


    

    


    Direct
      payment by the Insurer is the basis of payment of benefits under this Agreement,
      with those benefits in turn being based on the payment of premiums as provided
      in this Agreement.

    


    C.           
      Claim
      Procedures.

    


    Claim
      forms or claim information as to the subject policy can be obtained by
      contacting Benmark, Inc. (800-544-6079).  When the Plan Administrator
      has a claim which may be covered under the provisions described in the insurance
      policy, they should contact the office named above, and they will either
      complete a claim form and forward it to an authorized representative of the
      Insurer or advise the Plan Administrator what further requirements are
      necessary.  The Insurer will evaluate and make a decision as to
      payment.  If the claim is payable, a benefit check will be issued in
      accordance with the terms of this Agreement.

    


    In
      the
      event that a claim is not eligible under the policy, the Insurer will notify
      the
      Plan Administrator of the denial pursuant to the requirements under the terms
      of
      the policy.  If the Plan Administrator is dissatisfied with the denial
      of the claim and wishes to contest such claim denial, they should contact the
      office named above and they will assist in making an inquiry to the
      Insurer.  All objections to the Insurer’s actions should be in writing
      and submitted to the office named above for transmittal to the Insurer.

    


    XIII.        GENDER

    


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

    


    
      	
              XIV.

            	
              INSURANCE
                COMPANY NOT A PARTY TO THIS AGREEMENT


            


    

    


    The
      Insurer shall not be deemed a party to this Agreement, but will respect the
      rights of the parties as herein developed upon receiving an executed copy of
      this Agreement.  Payment or other performance in accordance with the
      policy provisions shall fully discharge the Insurer from any and all
      liability.

    


    XV.         CHANGE
      IN CONTROL

    


    Change
      in
      Control shall be defined as the occurrence of any one of the following:

    


    
      	
               

            	
              a.

            	
              a
                transaction where a consolidation or merger occurs of either Wilber
                or the
                Bank and neither is the continuing or surviving corporation; or
                

            


    

    


    
      	
               

            	
              b.

            	
              a
                transaction where the shares of either Wilber’s or the Bank’s common stock
                (meaning stock with the lowest priority in terms of payment or dividends)
                are exchanged for cash, securities or other property.  This does
                not include transactions where there is a merger of Wilber or of
                the Bank,
                and stockholders of Wilber’s or the Bank’s common stock immediately prior
                to the merger have the same proportionate ownership of common stock
                of the
                surviving corporation immediately after the merger; or
                

            


    


    
      
         

      

      
        99-K

        
          

        

      

      
         

      

    


    
      	
               

            	
              c

            	
              a
                transaction involving any sale, lease, exchange or other transfer
                of all,
                or substantially all, of the assets of Wilber or of the Bank; or
                

            


    

    


    
      	
               

            	
              d.

            	
              a
                transaction where the stockholders of Wilber approve any plan or
                proposal
                for the liquidation (meaning where corporate assets are converted
                into
                cash and distributed among creditors and shareholders) or dissolution
                (meaning the formal disbanding of the corporation) of Wilber or of
                the
                Bank; or 

            


    

    


    
      	
               

            	
              e.

            	
              a
                 transaction where any person other than the holders of Wilber’s common
                stock on the date on which it takes effect, or the spouse or children
                of
                such holders, becomes the beneficial owner (meaning a corporate
                shareholder who has the power to buy or sell the shares, but who
                has not
                registered the shares on the corporation’s books in his or her name) of
                twenty-five percent (25%) or more of Wilber’s outstanding common stock; or
                

            


    

    


    
      	
               

            	
              f.

            	
              a
                transaction where any person other than Wilber becomes the beneficial
                owner of fifty percent (50%) or more of the Bank’s outstanding common
                stock; or 

            


    

    


    
      	
               

            	
              g.

            	
              a
                transaction where during any consecutive two year period, individuals
                who
                at the beginning of such period make up the entire Board of Directors
                of
                Wilber, do not constitute a majority of the Board of Directors for
                any
                reason, unless the election, or the nomination for election by Wilber’s
                stockholders, of each new director was approved by a vote of at least
                two-thirds (2/3) of the directors who were then still in office and
                who
                were directors at the beginning of the period.


            


    

    


    For
      the
      purposes of this Agreement, transfers made on account of deaths or gifts,
      transfers between family members or transfers to a qualified retirement plan
      maintained by the Bank shall not be considered in determining whether there
      has
      been a Change in Control.

    


    Upon
      a
      Change in Control, if the Insured’s employment is subsequently terminated
      (voluntarily or involuntarily), except for cause, the Insured’s Beneficiary(ies)
      shall be entitled to the lesser of four times (4x’s) the Insured’s final Base
      Annual Salary, or one hundred percent (100%) of the net-at-risk insurance
      portion of the proceeds.  The net-at-risk insurance portion is the
      total proceeds less the cash value of the policy.  Such death benefit
      shall not exceed Seven Hundred Thousand and 00/100th
      Dollars
      ($700,000.00).

    


    
      	
               

            	
              Upon
                a Change in Control, if the Insured’s employment is subsequently
                terminated for cause, the Insured’s Beneficiary(ies) shall be entitled to
                amount equal to the lesser of Ten Thousand and 00/100th
                Dollars ($10,000.00) or one hundred percent (100%) of the net-at-risk
                insurance portion of the proceeds. The net-at-risk insurance portion
                is
                the total proceeds less the cash value of the policy.
                

            


    

    


    
      	
               

            	
              The
                Bank shall not merge or consolidate into or with another bank or
                sell
                substantially all of its assets to another bank, firm or person until
                such
                bank, firm or person expressly agrees, in writing, to assume and
                discharge
                the duties and obligations of the Bank under this Agreement.
                

            


    

    


    XVI.        AMENDMENT
      OR REVOCATION, AND EXCHANGE OF POLICY

    


    This
      Agreement may be amended or revoked at any time or times, in whole or in part,
      by the mutual written consent of the Insured and the Bank.  The Bank
      may, however, unilaterally and without the consent of the Insured, exchange
      any
      life insurance policy(ies) that are the subject matter of this Agreement,
      the  as long as said policy(ies) are replaced.

    


    XVII.          EFFECTIVE
      DATE

    


    The
      Effective Date of this Agreement shall be December 31, 2007.

    


    XVIII.        
      SEVERABILITY AND INTERPRETATION

    


    If
      a
      provision of this Agreement is held to be invalid or unenforceable, the
      remaining provisions shall nonetheless be enforceable according to their
      terms.  Further, in the event that any provision is held to be
      overbroad as written such provision shall be deemed amended to narrow its
      application to the extent necessary to make the provision enforceable according
      to law and enforced as amended.


    
      
         

      

      
        100-K

        
          

        

      

      
         

      

    


    


    
      	
              XIX.

            	
              TERMINATION
                OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES
                OR
                REGULATIONS 

            


    

    


    The
      Bank
      is entering into this Agreement upon the assumption that certain existing tax
      and accounting laws, rules and regulations will continue in effect in their
      current form.  If any said assumptions should change and said change
      has a detrimental effect on this Split Dollar Policy Endorsement, then the
      Bank
      reserves the right to terminate or modify this Agreement
      accordingly.  Upon a Change in Control (Paragraph XV), this paragraph
      shall become null and void effective immediately upon said Change in
      Control.

    


    XX.         AMEND
      AND RESTATE

    


    This
      agreement shall amend and restate the Wilber National Bank Split Dollar Policy
      Endorsement dated the 21st
      day of
      September, 2001, and shall restate the entire Agreement of the parties
      pertaining to this Wilber National Bank Split Dollar Policy Endorsement.

     

    


    XXI.       
      APPLICABLE LAW

    


    The
      validity and interpretation of this Agreement shall be governed by the laws
      of
      the State of New York.

    


    


    Executed
      at Oneonta, New York, this 31st
      day of
      December, 2007.

    


    WILBER
      NATIONAL BANK

     

    


    
      	 	 	
              Oneonta,
                NY

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
                Robert D. Harder

            	 	
              By:

            	
              /s/
                Joseph E. Sutaris

            	
              CFO

            
	
              Witness

            	 	 	
              (Bank
                Officer other than Insured)

            	
              Title

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
                Robert D. Harder

            	 	 	
              /s/
                Douglas C. Gulotty

            	 
	
              Witness

            	 	 	
              Douglas
                C. Gulotty

            	 


    

     

     

    101-K