(Exhibit 10.5) Employment Agreement-Jon J. Cooper
This Employment Agreement (the "Agreement") is made and entered into as of the 15th day of March, 2000,
between WYOMING COUNTY BANK ("Employer"), a bank chartered under the laws of New York having
its principal office at 55 North Main Street, Warsaw, New York 14569 and JON J. COOPER ("Executive"), an
individual residing at 3244 Dick Road, Warsaw, New York 14569.
WHEREAS, Employer wishes to employ Executive in an executive capacity, as its President, and Executive
wishes to accept such employment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained,
Employer and Executive hereby agree as follows:
1. Effective Date; Term.
1.1 Effective Date. This Agreement shall be effective commencing on the date hereof (the "Effective Date").
1.2 Initial Term. Employer employs Executive, and Executive accepts such employment, for a three (3) year
period commencing on the Effective Date (the "Initial Term").
1.3 Renewal Term. This Agreement will automatically renew for successive three year terms (each a "Renewal
Term") upon the expiration of the Initial Term or a subsequent Renewal Term unless either party provides written
notice to the other at least ninety (90) days before the end of the Initial Term or Renewal Term that such party
does not intend to renew this Agreement upon the expiration thereof.
1.4 Termination. This Agreement may be terminated prior to the expiration of the Initial Term or any Renewal
Term as provided in Sections 4.1 and 4.4 of this Agreement (see Early Retired Employee).
2. Scope of Employment.
2.1 Position and Duties. During the term of this Agreement, Employer shall employ Executive to serve as the
President of Employer. In such capacity, Executive shall perform such executive, administrative and operational
duties as may be assigned to Executive from time to time by the Board of Direc