CHANGE IN CONTROL AGREEMENT

     This Change in Control Agreement (this "Agreement") is made effective as of
October  1, 2007 (the  "Effective  Date"),  by and  between  Beacon  Federal,  a
federally  chartered  savings  association  with its  principal  office  in East
Syracuse, New York (the "Bank") and Kathleen Russell ("Executive").

     WHEREAS, Executive currently serves in the position of Vice President Human
Resources of the Bank, a position of substantial responsibility; and

     WHEREAS,  the Bank wishes to provide  economic  assurances  to Executive in
certain circumstances, as specified herein;

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereto
agree as follows:

1.   TERM OF AGREEMENT

     This  Agreement  shall commence as of the Effective Date and shall continue
thereafter  for a period of one (1) year.  Commencing  on the first  anniversary
date  of  this  Agreement  (the  "Anniversary  Date"),  and  continuing  on each
Anniversary  Date  thereafter,  the term of this  Agreement  shall  renew for an
additional year such that the remaining term of this Agreement is always one (1)
year, unless written notice of non-renewal (a "Non-Renewal  Notice") is provided
to  Executive  at least thirty (30) days and not more than sixty (60) days prior
to any such  Anniversary  Date, in which case the term of this  Agreement  shall
become fixed and shall end one (1) year following such Anniversary Date.

2.   TERMINATION OF EMPLOYMENT

     This Agreement provides for certain payments and benefits to Executive only
in the  event  of a  Change  in  Control  (as  defined  below)  followed  by the
termination  of Executive's  employment  with the Bank, as set described in this
Section 2.

     (a) Upon the  occurrence  of a Change in  Control  during  the term of this
Agreement  followed by Executive's  (i)  involuntary  termination of employment,
other  than for Cause (as  defined  below)  within  one year after the Change in
Control or (ii) voluntary  termination of employment for Good Reason (as defined
below), the provisions of Section 3 shall apply. Upon the occurrence of a Change
in Control during the term of this Agreement,  Executive shall have the right to
elect to terminate employment with the Bank by resignation within one year after
any of the following events, each of which shall constitute "Good Reason": (A) a
demotion,  loss of title,  office or significant  authority (in each case, other
than as a result  of the fact  that the Bank is merged  into  another  entity in
connection  with the Change in Control  and will not  operate as a  stand-alone,
independent entity); (B) a reduction in his annual compensation or benefits;  or
(C)  relocation of his principal  place of employment by more than 50 miles from
its location immediately prior to the Change in Control; provided, however, that
the  Executive  must provide at least 30 days prior  written  notice to the Bank
given  within a  reasonable  period of time (not to exceed,  except in case of a
continuing  breach,  90 days) after the event giving rise to the right to elect;

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provided,  however,  that the Bank  shall  have at least 30 days to  remedy  the
situation.

     (b) The term "Change in Control"  shall mean any of the  following  events,
but shall not include a conversion of the Bank from mutual to stock form:

         (i) a change in control of the Bank or any holding  company of the Bank
of a nature that would be required to be reported in response to Item 5.01(a) 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,  as amended  (the
"Exchange Act"); or

         (ii) a change in control of the Bank or any holding company of the Bank
within the meaning of the Home  Owners'  Loan Act, as  amended,  and  applicable
rules and regulations  promulgated  thereunder,  as in effect at the time of the
Change in Control; or

         (iii) any of the following events, upon which a Change in Control shall
be deemed to have occurred:

               (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 Bank
or the Bank's holding  company  representing  25% or more of the combined voting
power of such outstanding securities,  except for any securities purchased by an
employee stock ownership plan or trust established by the Bank; or

               (B)  individuals  who  constitute the Board on the Effective Date
(the "Incumbent  Board") cease for any reason to constitute a majority  thereof,
provided that any person  becoming a director  subsequent to the Effective  Date
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
stockholders  of the Bank or the Bank's holding company was approved by the same
Nominating Committee serving under an Incumbent Board, shall be, for purposes of
this  subsection  (B),  considered  as though they were members of the Incumbent
Board; or

               (C) a sale of all or substantially  all the assets of the Bank or
the Bank's holding company, or a plan of reorganization,  merger, consolidation,
or similar  transaction  occurs in which the security holders of the Bank or the
Bank's holding company  immediately prior to the consummation of the transaction
do not own at least  50.1%  of the  securities  of the  surviving  entity  to be
outstanding upon consummation of the transaction; or

               (D)  a  proxy  statement  is  issued   soliciting   proxies  from
stockholders of the Bank or the Bank's holding company by someone other than the
current  management  of  the  Bank  or  the  Bank's  holding  company,   seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Bank or the Bank's  holding  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 Bank or the Bank's  holding
company; or

               (E) a  tender  offer  is  made  for  25% or  more  of the  voting
securities of the Bank or the Bank's  holding  company and  stockholders  owning
beneficially or of record 25% or more of the outstanding  securities of the Bank
or the Bank's  holding  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.

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     (c)  Even if a  Change  in  Control  shall  occur  during  the term of this
Agreement,  Executive shall not have the right to receive  termination  benefits
pursuant to Section 3 upon termination of employment for Cause.  Termination for
"Cause"  shall mean  termination  because of  Executive's  personal  dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  material breach of the Bank's Code of Ethics, material violation of the
Sarbanes-Oxley  requirements  for officers of public  companies,  if applicable,
that in the reasonable  opinion of the Chief Executive Officer will likely cause
substantial  financial harm or substantial  injury to the reputation of the Bank
of any holding  company of the Bank,  willfully  engaging in actions that in the
reasonable  opinion of the Chief Executive Officer will likely cause substantial
financial  harm or  substantial  injury to the business  reputation of the Bank,
intentional failure to perform stated duties, willful violation of any law, rule
or regulation  (other than routine  traffic  violations or similar  offenses) or
final  cease-and-desist  order,  or  material  breach of any  provision  of this
Agreement.

3.   PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL

     (a) If  Executive's  employment is  terminated  in accordance  with Section
2(a),  the Company (i) shall be obligated to pay  Executive,  or in the event of
Executive's subsequent death, his or her beneficiary or beneficiaries, or his or
her estate,  as the case may be, as severance pay, an amount equal to the sum of
(A) Executive's highest annual rate of base salary paid to Executive at any time
under this Agreement,  plus (B) the highest bonus paid to Executive with respect
to the  completed  fiscal  year prior to the Change in  Control;  and (ii) shall
provide at the Bank's  expense  for twelve  (12)  months  after the date of such
termination of employment,  life insurance coverage and non-taxable  medical and
dental coverage substantially  comparable to the coverage maintained by the Bank
for Executive prior to the termination of employment,  except to the extent such
coverage may be changed in its application to all Bank employees. The period for
group health care  continuation  coverage  under COBRA shall not begin until the
expiration of such twelve (12) month period.

     (b) Upon the occurrence of a Change in Control,  Executive  shall have such
rights as specified in any other  employee  benefit plan with respect to options
and such  other  rights as may have been  granted  to the  Executive  under such
plans.

     (c) All cash  severance  payments shall be made in a lump sum within thirty
(30) days after Executive's termination of employment. Such payments
shall not be reduced in the event Executive obtains other employment following
termination of employment with the Bank.

     (d)  Notwithstanding  the  preceding  paragraphs  of this Section 3, in the
event  that  the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive  in the event of a Change in  Control  would be deemed to  include  an
"excess  parachute  payment" under Section 280G of the Internal  Revenue Code or

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any successor thereto,  then at the election of Executive,  (i) such payments or
benefits  shall be payable or provided  to  Executive  over the  minimum  period
necessary to reduce the present  value of such payments or benefits to an amount
that is one dollar ($1.00) less than three times Executive's "base amount" under
such Section  280G,  or (ii) the payments or benefits to be provided  under this
Section 3 shall be reduced  to the extent  necessary  to avoid  treatment  as an
excess  parachute  payment,  with the  allocation  of the  reduction  among such
payments and benefits to be determined by Executive.

4.   NOTICE OF TERMINATION

     Any  purported  termination  of  Executive's  employment  by the Bank or by
Executive  shall be  communicated  by Notice of  Termination  to the other party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
written notice that shall indicate the Date of Termination  and, in the event of
termination by Executive,  the specific termination  provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's  employment  under the
provision so indicated.  "Date of Termination"  shall mean the date specified in
the Notice of Termination (which, in the case of termination for Cause, shall be
immediate).  In no event shall the Date of  Termination  exceed 30 days from the
date Notice of Termination is given.

5.   SOURCE OF PAYMENTS

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check from the general funds of the Bank. Any holding company established by the
Bank may accede to this  Agreement  but only for the  purposed  of  guaranteeing
payment and provision of all amounts and benefits due hereunder to Executive.

6.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  employment   agreement  between  the  Bank  or  any
predecessor  of the Bank and  Executive,  except that this  Agreement  shall not
affect or operate to reduce any benefit or compensation  inuring to Executive of
a kind elsewhere  provided.  No provision of this Agreement shall be interpreted
to mean that  Executive  is  subject  to  receiving  fewer  benefits  than those
available to him without reference to this Agreement.

7.   NO ATTACHMENT

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive and the Bank and their respective successors and assigns.

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8.   MODIFICATION AND WAIVER

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

9.   REQUIRED PROVISIONS

     (a) The Bank may  terminate  Executive's  employment  at any time,  but any
termination  by the Board other than  termination  for Cause shall not prejudice
Executive's  right to  compensation  or other  benefits  under  this  Agreement.
Executive shall have no right to receive  compensation or other benefits for any
period after termination for Cause.

     (b) If Executive is suspended  from office  and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) [12 USC  ss.1818(e)(3)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
Federal Deposit Insurance Act, the Bank's  obligations under this contract shall
be  suspended  as  of  the  date  of  service,   unless  stayed  by  appropriate
proceedings.  If the  charges in the notice are  dismissed,  the Bank may in its
discretion (i) pay Executive all or part of the compensation  withheld while its
contract obligations were suspended and (ii) reinstate (in whole or in part) any
of its obligations which were suspended.

     (c)  If   Executive  is  removed   and/or   permanently   prohibited   from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section 8(e)(4) [12 USC  ss.1818(e)(4)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
Federal Deposit  Insurance Act, all obligations of the Bank under this Agreement
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

     (d) If the  Bank is in  default  as  defined  in  Section  3(x)(1)  [12 USC
ss.1813(x)(1)] of the Federal Deposit Insurance Act, all obligations of the Bank
under  this  Agreement  shall  terminate  as of the  date of  default,  but this
paragraph shall not affect any vested rights of the contracting parties.

     (e) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued  operation  of the Bank,  (i) by the Director of the OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the authority  contained in Section 13(c) [12 USC
ss.1823(c)] of the Federal Deposit Insurance Act; or (ii) by the Director or his
or her  designee  at the time the  Director  or his or her  designee  approves a
supervisory  merger to resolve problems related to operation of the Bank or when
the Bank is determined by the Director to be in an unsafe or unsound  condition.
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Any  rights of the  parties  that have  already  vested,  however,  shall not be
affected by such action.

     (f) Notwithstanding anything herein contained to the contrary, any payments
to Executive by the Bank or any holding company of the Bank, whether pursuant to
this  Agreement  or  otherwise,  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.

10.  SEVERABILITY

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

11.  HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

12.  GOVERNING LAW

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

13.  ARBITRATION

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by arbitration, conducted before a single
arbitrator  sitting in a location selected by Executive within twenty-five miles
of East  Syracuse,  New  York in  accordance  with  the  rules  of the  American
Arbitration  Association  then  in  effect.  Judgment  may  be  entered  on  the
arbitrator's award in any court having jurisdiction.

14.  SUCCESSOR TO THE BANK

     Any successor to or assignee of the Bank,  whether  direct or indirect,  by
purchase,  merger,  consolidation or otherwise,  to all or substantially all the
business or assets of the Bank, expressly and unconditionally assumes and agrees
to perform the Bank's  obligations under this Agreement,  in the same manner and
to the same  extent  that  the Bank  would be  required  to  perform  if no such
succession or assignment had taken place.

15.  OBLIGATIONS OF BANK

     The termination of Executive's employment, other than following a Change in
Control, shall not result in any obligation of the Bank under this Agreement.

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16.  SIGNATURES

     IN WITNESS  WHEREOF,  the Bank has caused this  Agreement to be executed by
its duly authorized officers, and Executive has signed this Agreement, effective
as of the date first above written.

                                           BEACON FEDERAL


October 3, 2007                         By:/s/ Ross J. Prossner
---------------------                      ------------------------------------
Date                                       President and Chief Executive Officer



                                              EXECUTIVE:




October 3, 2007                            /s/ Kathleen Russell
---------------------                      ------------------------------------
Date                                           Kathleen Russell


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