EXECUTIVE DEFERRED
COMPENSATION PLAN
PATHFINDER BANK
EFFECTIVE AS OF:
December 31, 2003
AMENDED AND RESTATED:
January 1, 2005
AMENDED AND RESTATED
EXECUTIVE DEFERRED
COMPENSATION PLAN
This Amended and Restated Executive Deferred Compensation Plan (the “Plan”), effective as of January
1, 2005, formalizes the understanding by and between PATHFINDER BANK (the “Bank”), a state chartered
stock savings bank, and certain eligible Executives, hereinafter referred to as “Executive,” who shall be approved
by the Bank to participate and who shall elect to become a party to this Executive Deferred Compensation Plan
by execution of an Executive Deferred Compensation Plan Deferral Agreement (“Deferral Agreement”) in a form
provided by the Bank. Pathfinder Bancorp, MHC, a Federal mutual holding company, and Pathfinder Bancorp,
Inc. (the “Holding Company”) are parties to this Agreement for the sole purpose of guaranteeing the Bank’s
performance hereunder.
W I T N E S S E T H :
WHEREAS , the Executives are a selected group of management employees; and
WHEREAS , the Bank recognizes the valuable services heretofore performed for it by such Executives
and wishes to encourage continued service of each; and
WHEREAS , the Bank values the efforts, abilities and accomplishments of such Executives and
recognizes that the Executives’ services substantially contribute to its continued growth and profits in the future;
and
WHEREAS , Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), effective
January 1, 2005, requires that certain types of deferred compensation arrangements must comply with its terms
or subject the recipients of such compensation to current taxes and penalties; and
WHEREAS , the Plan was originally effective December 31, 2003; and
WHEREAS , the Bank desires to amend and restate the Plan, in order to conform the requirements set
forth in Code Section 409A and the final regulations