Warrant Repurchase Letter Agreement, dated June 17, 2009



 Exhibit 10.1 
 UST 311 
 UNITED STATES DEPARTMENT OF
THE TREASURY 
 1500 Pennsylvania Avenue, NW 
 Washington, D.C. 20220 
 June 17, 2009 
 Ladies and Gentlemen: 
 Reference is made to that certain
letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the
“Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement. 
 As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement. Following such time, the
Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as
contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement: 
 (a) The Company
hereby acknowledges receipt from the Investor of the Warrant; and 
 (b) The Investor hereby acknowledges receipt from the
Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in
accordance with Section 4.9 of the Securities Purchase Agreement. 
 This letter agreement will be governed by and construed in
accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

 This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original
instrument, and all such counterparts will together 








 
constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient
as if actual signature pages had been delivered. 
 In witness whereof, the parties have duly executed this letter agreement as of the date
first written above. 
  

			
	UNITED STATES DEPARTMENT OF THE TREASURY
		
	By:	 	 /s/ Duane Morse

	Name:	 	Duane Morse
	Title:	 	Chief Risk and Compliance Officer
	
	ALLIANCE FINANCIAL CORPORATION
		
	By:	 	 /s/ J. Daniel Mohr

	Name:	 	J. Daniel Mohr
	Title:	 	Chief Financial Officer and Treasurer









 SCHEDULE A 
 Company Information: 
  

			
	Name of the Company:	  	Alliance Financial Corporation
		
	Corporate or other organization form Of the Company	  	Publicly Traded Stock Company (Bank Holding Company)
		
	Jurisdiction of the Company:	  	New York

 Information related to the Preferred Share Repurchase: 
  

			
	Date of Repurchase Letter Agreement:	  	May 13, 2009

 Terms of the Warrant Repurchase: 
  

			
	Date of the Warrant Repurchase Notice:	  	May 26, 2009
		
	Aggregate purchase price for the Warrant:	  	$900,000

  

			
	Investor wire information for payment of purchase price for the Warrant:	  	The Bank of New York Mellon
		  	ABA # 021000018
		  	GLA/111567
		  	Ref : a/c #629904
		  	Ref: acct name: BETA EESA
		  	                Preferred Account