ALLIANCE FINANCIAL CORP /NY/
SUPPLEMENTAL RETIREMENT INCOME PLAN
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<TYPE>EX-10.14
<SEQUENCE>3
<FILENAME>d50228_10-14.txt
<DESCRIPTION>SUPPLEMENTAL RETIREMENT INCOME PLAN
<TEXT>
EXHIBIT 10.14

                           ONEIDA VALLEY NATIONAL BANK
                       SUPPLEMENTAL RETIREMENT INCOME PLAN

                                    Article I
                Establishment, Purpose and Effective Date of Plan

1.1  Establishment. Oneida Valley National Bank, a New York banking corporation
     (the "Company") hereby establishes a supplemental executive retirement
     program, which shall be known as Oneida Valley National Bank Supplemental
     Retirement Income Plan (the "Plan").

1.2  Purpose. The purpose of the Plan is to provide supplemental retirement
     income in excess of the retirement benefits otherwise provided to employees
     under the Company's qualified and non-qualified retirement plans to the
     Executive named in Section 2.1(G). Payment of the retirement benefits under
     this Plan will be made from the general assets of the Company, or by such
     other method as is consistent with Section 5.2 of this plan and which is
     agreed to by the Executive and the Company.

1.3  Effective Date. The Plan shall become effective as of September 1, 1997.

                                   Article II
                                   Definitions

2.1  Definitions. Whenever used herein, the following terms shall have their
     respective meanings set forth below:

     (A)  "Actuarial Equivalent" means a benefit payable in a different form,
          but having the same value when computed using mortality determined by
          reference to the 1983 Group Annuity Mortality Table, with an interest
          rate equal to seven percent (7%).

     (B)  "Base Compensation" means the highest annual regular compensation
          (excluding any and all additional compensation, such as bonuses,
          fringe benefits (whether or not taxable), and qualified and
          non-qualified plan contributions contributed by the Company) paid to
          the Executive prior to his termination of employment. Base
          Compensation shall include any compensation deferred by the Executive
          under a 40 1(k) or Section 125 plan sponsored by the Company. In the
          event termination of employment occurs at a time other than December
          31, Base Compensation shall be calculated by reference to the greatest
          Base Compensation received by the Executive during any 12 consecutive
          month period immediately preceding termination of employment. For
          purposes of this Plan, Base Compensation shall not be limited by
          Section 401(a)(17) of the Code.

     (C)  "Beneficiary" means the person(s) properly designated to receive,
          under provisions of the Plan, benefits payable in the event of the
          Executive's death.

     (D)  "Board" means the Board of Directors of the Company, or a committee
          comprised of members of the Board of Directors assigned the
          responsibility to administer the Plan.

     (E)  "Code" means the Internal Revenue Code of 1986 as amended from time to
          time, and any regulations relating thereto.

     (F)  "Company" means Oneida Valley National Bank.


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     (G)  "Executive" means John Mott.

     (H)  "Non-Qualified Retirement Plan" means any plan of deferred
          compensation maintained by the Company for the benefit of the
          Executive.

     (I)  "Normal Retirement" means the termination of the Executive's
          employment upon attaining age 62.

     (J)  "Normal Retirement Date" means the first day of the month coinciding
          with or next following the date the Executive attains 62 years of age.

     (K)  "Plan" means the Oneida Valley National Bank Supplemental Retirement
          Income Plan.

     (L)  "Plan Year" is January 1 through December 31.

     (M)  "Qualified Retirement Plan" means any tax qualified retirement or
          profit sharing plan maintained by the Company.

     (N)  "Supplemental Retirement Benefit" means the benefit payable to the
          Executive pursuant to Article IV of the Plan by reason of his
          termination of employment with the Company for any reason other than
          death. In the case of the Executive's death, a benefit is payable as
          described in Section 4.4(B).

2.2  Gender and Number. Except when otherwise indicated by the context, words in
     the masculine gender when used the Plan shall include the feminine gender,
     the singular shall include the plural, and the plural shall include the
     singular.

                                   Article III
                                     Vesting

3.1  Vesting Schedule. All benefits under this Plan shall be fully vested at all
     times unless the Executive's employment with the Company is terminated for
     cause.

                                   Article IV
                         Supplemental Retirement Benefit

4.1  Amount. In general, the Supplemental Retirement Benefit payable to the
     Executive at his Normal Retirement Date pursuant to Section 4.2, and
     calculated as of his date of termination shall be equal to (a) minus (b)
     minus (c) minus (d), where:

     (a)  is a monthly benefit equal to 55% of the Executive's Base Compensation
          divided by 12,

     (b)  is the monthly Company provided normal retirement benefit(s) to which
          the Executive is entitled under any Qualified Retirement Plan or
          Non-Qualified Retirement Plan maintained by the Company, calculated as
          of his date of termination,

     (c)  is the monthly Social Security benefits to which the Executive becomes
          entitled and actually receives, and

     (d)  is the monthly retirement benefits to which the Executive is entitled
          from his employment with Merchants National Bank.


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         The amount of offset in section 4.1(b) attributable to employer
         provided benefits from the Company's 401(k) plan shall be based on the
         monthly benefit that is the actuarial equivalent of the lump sum due to
         Employer contribution at the date of termination.

4.2  Form of Benefit. The Supplemental Retirement Benefit payable to the
     Executive shall be paid in any one of the following forms as determined by
     the Board, in its sole discretion, after non-binding consultation with the
     Executive:

          (a)  a straight life annuity, payable monthly, and guaranteed for 5
               years,

          (b)  a joint and 50% survivor annuity, payable monthly,

          (c)  a 100% joint and survivor annuity, payable monthly, and
               guaranteed for 5 years,

          (d)  a joint and 50% survivor annuity, payable monthly, and guaranteed
               for 5 years,

          (e)  a straight life annuity, payable monthly,

          (f)  a joint and 50% survivor annuity, payable monthly, with "pop-up",
               and

          (g)  a 100% joint and survivor annuity, payable monthly, with
               "pop-up".

     Each of these optional forms of benefit shall be the actuarial equivalent
     of a life annuity, determined by employing the assumptions set forth in
     Section 2.1(A).

4.3  Payment of Benefit. Payment of the Supplemental Retirement Benefit shall
     commence on the first day of the month following the month in which
     termination of employment occurs.

4.4  Termination. In the event the Executive terminates employment for reason
     other than Normal Retirement, the Executive shall be entitled to be paid
     his Supplemental Retirement Benefit pursuant to this Article IV as follows:

     (A)  Termination of Employment or Disability. In the event the Executive
          terminates employment for any reason other than death or for cause
          prior to attaining his Normal Retirement Age, the Executive shall be
          entitled to receive his Supplemental Retirement Benefit calculated as
          in Section 4.1 except that the amount in Section 4.1(a) shall be
          multiplied by a fraction, the numerator of which shall be his actual
          number of calendar months of employment with the Company and the
          denominator of which shall be the number of calendar months with the
          Company which the Executive would have completed had he survived until
          his attainment of age 62. Such benefit shall be payable at the
          Executive's Normal Retirement Date. At the sole discretion of the
          Board, payments may be made at an earlier date in a reduced amount
          that is the actuarially equivalent of the amount that would be payable
          at the Executive's Normal Retirement Date.

     (B)  Death. If the Executive dies prior to his attainment of age 62, the
          Executive's Beneficiary shall receive the same benefit that would have
          been payable had the Executive terminated employment the day before he
          died, elected a joint and 100% survivor annuity with the contingent
          annuitant being the Executive's Beneficiary, and subsequently died on
          the day of his actually death.

     (C)  Termination-for-Cause. Notwithstanding any other provision of the
          Plan, in the event the Company terminates a Participant's employment
          due to Termination-for-Cause, the Participant's Supplemental
          Retirement Benefit will be


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          forfeitable and the benefits under the Plan will be payable only at
          the discretion of the Board. The Board may in its sole discretion
          determine that no benefit, a reduced benefit, or a full benefit as
          specified by the Plan, shall be payable to the Participant.

          "Termination-for-Cause" means termination of the Participant's
          employment by the Company, by written notice to the Participant,
          specifying the event relied upon for such termination, due to (i) the
          Participant's willful misconduct in respect of his duties for the
          Company, (ii) conviction for a felony or willful neglect or an act of
          common law fraud, (iii) material, knowing and intentional failure to
          comply with applicable laws with respect to the execution of the
          Company's business operations, (iv) theft, fraud, embezzlement,
          dishonesty or similar conduct which has resulted or is likely to
          result in material economic damage to the Company or any of its
          affiliates or subsidiaries, or (v) dependence or addiction to alcohol
          or use of drugs (except those legally prescribed by and administered
          pursuant to the directions of a practitioner licensed to do so under
          the laws of the state or country of licensure) which in the opinion of
          the Board, interferes with the Participant's ability to perform his
          assigned duties and responsibilities.

4.5  Covenant Not To Compete. Executive agrees and understands that he shall
     not, for a period of five (5) years following his termination of employment
     with Company, in any way compete with the business of the Company within a
     150 mile radius of any location where the Company maintains or conducts
     business within the State of New York. For the purposes of this Section,
     Executive shall not have any interest whatsoever, whether as owner,
     employee, independent contractor, shareholder, partner, sole proprietor, or
     consultant in or to any business which competes with the business of the
     Company. In the event the Executive violates this covenant, future benefits
     under this Plan (measured from the date of violation of this covenant)
     shall be forfeited.

                                    Article V
                               General Provisions

5.1  Administration. The Board shall be responsible for the general operation
     and administration of the Plan and for carrying out the provisions thereof
     The Board shall be entitled to rely conclusively upon all tables,
     valuations, certificates, opinions and reports furnished by any actuary,
     accountant, controller, counsel or other person employed or engaged by the
     Company with respect to the Plan.

5.2  Funding. The Board, in its sole discretion, may elect to fund the benefits
     payable under the plan through various investments. However, any such
     investment shall remain the property of the Company and be subject to the
     claims of general creditors of the Company. The Executive shall have no
     right, title or interest in any such investments. The Executive may not
     pledge as collateral any investments purchased to fund benefits under the
     Plan. Nothing contained in the Plan shall constitute a guaranty by the
     Company or any other entity or person that assets of the Company will be
     sufficient to pay any benefit hereunder. It is the intention of the parties
     that this Plan will be unfunded for tax purposes and for purposes of Title
     I of the Employee Retirement Income Security Act of 1974 (ERISA).

5.3  No Employment Contract. Nothing contained in the Plan shall be construed as
     a contract of employment between the Company and the Executive or as a
     right of the Executive to be continued in the employment of the Company or
     as a limitation on the right of the Company to discharge the Executive with
     or without cause.

5.4  Spendthrift Provision. No interest of any person or entity in, or right to
     receive a benefit under, the Plan shall be subject in any manner to sale,
     transfer, assignment, pledge, attachment, garnishment, or other alienation
     or encumbrance of any kind; nor may such interest or right to receive a
     benefit be taken, either voluntarily or involuntarily, for the satisfaction
     of the debts of or other obligations or claims against, such person or
     entity including claims for alimony, support, separate maintenance and
     claims in

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     bankruptcy proceedings.

5.5  Binding Effect. This Plan shall be binding upon and inure to the benefit of
     the parties, their respective legal representatives, and any successor to
     the Company, any of which shall be deemed to be substituted for the Company
     under the terms of this Plan. For these purposes, "successor" shall include
     any person, firm, corporation, or other business entity which at any time,
     whether by merger, consolidation, purchase, or otherwise, acquires all or
     substantially all of the Company's assets or business. The Company agrees
     to notify the Executive in writing of the terms of any proposed transfer of
     such assets or business and, if such a transfer is consummated, to require
     its successor to expressly acknowledge and assume its obligations in
     writing under this Plan.

5.6  Injunctive Relief. The Company acknowledges that in the event it proposes
     to transfer all or substantially all of its assets or business to a
     successor as described in Section 5.5 of this Plan without obtaining such
     successor's express written acknowledgment and assumption of its
     obligations under this Plan, that such action will cause irreparable harm
     to the Executive, legal remedies would be inadequate to protect the
     Executive, and the Executive shall be entitled to injunctive relief to
     prevent such transfer.

5.7  Applicable Law. The Plan shall be governed by and construed in accordance
     with the laws of the State of New York, except to the extent preempted by
     ERISA.


IN WITNESS WHEREOF, the Company has executed this Agreement this 18th day of
August 1997, effective September 1, 1997 forward.

                                         The Oneida Valley National Bank

                                         /s/ David P. Kershaw, EVP
                                         -------------------------


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                                    AMENDMENT
                                       TO
                               ALLIANCE BANK, N.A.
                                       and
                         ALLIANCE FINANCIAL CORPORATION
                     EMPLOYEES' SUPPLEMENTAL RETIREMENT PLAN
   (Formerly Oneida Valley National Bank Supplemental Retirement Income Plan)

     THIS AMENDMENT ("Amendment") is dated May 15, 2001, by and among ALLIANCE
BANK, N.A., a banking organization organized under the laws of the state of New
York ("Bank") and ALLIANCE FINANCIAL CORPORATION, a New York corporation and
registered bank holding company ("Corporation") (the Corporation and the Bank
are referred to collectively herein as "Employer") and JOHN C. MOTT, who resides
at 459 Foxwood Terrace, Oneida, New York ("Employee").

                                    RECITALS

     WHEREAS, the Employer sponsors a certain supplemental retirement plan for
the benefit of Employee (the "Plan"), originally effective September 1, 1997, by
an agreement by and among all of the parties hereto (Agreement"); and

     WHEREAS, such Agreement is set forth on Exhibit "A", attached hereto and
made a part hereof; and

     WHEREAS, the parties wish to amend the Agreement.

     NOW, THEREFORE, the Agreement is hereby amended effective as of the day and
year first above written as follows:

     Article IV.  Paragraph 4.1(a) of the Agreement shall be deleted in its
                  entirety and replaced with the following:

          "4.1 (a) is a monthly benefit equal to 65% of the Executive's Base
          Compensation divided by 12,"

     As amended hereby, all of the terms and provisions of the Agreement shall
remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment the day and
year first above written.

                             ALLIANCE BANK, N.A.

                             By: /s/ Donald S. Ames
                                 ------------------
                             Name:  Donald S. Ames
                             Title: Chairman - Compensation Committee


                             ALLIANCE FINANCIAL
                             CORPORATION

                             By: /s/ Donald S. Ames
                                 ------------------
                             Name:  Donald S. Ames
                             Title: Chairman - Compensation Committee


                             /s/ John C. Mott
                             ----------------
                             John C. Mott


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