PATHFINDER BANCORP, INC.
This Agreement is made effective as of the 23
day of December 2008, by and between Pathfinder
Bank (the “Bank”), a New York chartered stock savings bank, with its principal administrative office at 214
West First Street, Oswego, New York 13126-2547, jointly with Pathfinder Bancorp, Inc, the sole stockholder
of the Bank, and Edward A. Mervine (the “Executive”). Any reference to “Company” herein shall mean
Pathfinder Bancorp, Inc. or any successor thereto. Any reference to “Employer” herein shall mean both the Bank
and the Company or any successors thereto.
WHEREAS, the Executive and Employer entered into an employment agreement dated on the February
9, 2004 (the “Original Agreement”), pursuant to which the Executive was employed as Vice-President and
General Counsel of the Employer; and
WHEREAS , Section 409A of the Internal Revenue Code (the “Code”), effective January 1, 2005,
requires deferred compensation arrangements, including those set forth in employment agreements, to comply
with its provisions and restrictions and limitations on payments of deferred compensation; and
WHEREAS , Code Section 409A and the final regulations issued thereunder necessitate changes to the
Original Agreement; and
WHEREAS , Executive has agreed to such changes; and
WHEREAS , the parties hereto desire to set forth the terms of the revised Agreement and the continuing
employment relationship of the Employer and Executive.
NOW, THEREFORE , in consideration of the mutual covenants herein contained, and upon the other
terms and conditions hereinafter provided, the parties hereby agree as follows:
During the period of his employment hereunder, Executive agrees to serve as Senior Vice-President and
General Counsel of the Bank and as Vice-President and General Counsel of the Company. During said period,
Executive also agrees to serve, if elected, as an officer and director of the Bank, the Company and of any