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THIS AGREEMENT, entered into this 19TH day of August, 1997, by and between EVANS NATIONAL
BANK, a national banking corporation with offices at 14-16 North Main Street, Angola, New York, hereinafter
referred to as the "Bank," and JAMES TILLEY, residing at 81 Rutland Street, Buffalo, New York 14220,
referred to as the "Employee," for the employment of Employee by the Bank.
WHEREAS, the parties entered into an Employment Agreement on the 1st day of April, 1988 and
WHEREAS, the parties now wish to update and modify said agreement, the parties hereby agreement to the
following terms and conditions:
1.TERM OF EMPLOYMENT: Unless terminated pursuant to the terms of this Agreement, the Bank and
Employee agree that the initial term of employment shall be for a period commencing on January 1, 1997, and
terminating December 31, 2002. Such term of employment shall be extended for one (1) additional year on or
before December 31, 1998, and annually thereafter so that the term of this Agreement and any extensions thereto
shall be for five (5) years unless shortened by mutual agreement. In the event the Bank does not extend by June
30th of each year, this agreement will automatically renew for one (1) additional year.
2.COMPENSATION: Employee shall receive, in exchange for his services, hereunder, the following
compensation as fixed annually by the Bank Board of Directors at its January meeting.
A) During the term of his employment hereunder, Employee agrees to serve as Senior Vice President of the Bank
and be primarily responsible for the direct management of institution operations, through appropriate department
personnel, in order to achieve qualitative and quantitative objections as established by the organization's Chief
Executive Officer and Board of Directors; establishing and maintaining effective systems of management and
control throughout the organization; providing direction and supervision to key management personnel or in suc