Waiver of Senior Executive Officers dated December 19, 2008



 Exhibit 10.2 
 WAIVER 
 In consideration for the benefits I will receive as a result of my employer’s participation in the
United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United States or my employer for any changes to my compensation or benefits that are required to comply with the
regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. 
 I acknowledge that this regulation may
require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements (including so-called “golden parachute” agreements) that I have with my employer or in which I participate as they
relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital Purchase Program. 
 This waiver
includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the aforementioned regulation, including without limitation a claim for any compensation or other payments I would otherwise
receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect of these regulations on my employment relationship. 
  

	
	 /s/ Jack H. Webb

	Jack H. Webb
	President and Chief Executive Officer
Alliance Financial Corporation

 December 19, 2008 







 WAIVER 
 In consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United
States or my employer for any changes to my compensation or benefits that are required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. 
 I acknowledge that this regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements
(including so-called “golden parachute” agreements) that I have with my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital
Purchase Program. 
 This waiver includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the
aforementioned regulation, including without limitation a claim for any compensation or other payments I would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect
of these regulations on my employment relationship. 
  

	
	 /s/ J. Daniel Mohr

	J. Daniel Mohr
	Chief Financial Officer and Treasurer
Alliance Financial Corporation

 December 19, 2008 







 WAIVER 
 In consideration for the benefits I will receive as a result of my employer’s participation in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby voluntarily waive any claim against the United
States or my employer for any changes to my compensation or benefits that are required to comply with the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008. 
 I acknowledge that this regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and agreements
(including so-called “golden parachute” agreements) that I have with my employer or in which I participate as they relate to the period the United States holds any equity or debt securities of my employer acquired through the TARP Capital
Purchase Program. 
 This waiver includes all claims I may have under the laws of the United States or any state related to the requirements imposed by the
aforementioned regulation, including without limitation a claim for any compensation or other payments I would otherwise receive, any challenge to the process by which this regulation was adopted and any tort or constitutional claim about the effect
of these regulations on my employment relationship. 
  

	
	 /s/ John H. Watt, Jr.

	John H. Watt, Jr.
	Executive Vice President
Alliance Financial Corporation

 December 19, 2008