PATHFINDER BANCORP, INC.
This Agreement is made effective as of the 23rd 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 Thomas W. Schneider (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 successors thereto.
WHEREAS, the Executive and Bank entered into an employment agreement dated on June 28, 2004
(the “Original Agreement”), pursuant to which the Executive was employed as President and Chief Executive
Officer 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 Bank 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:
1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, Executive agrees to serve as President and Chief
Executive Officer of the Bank and as President and Chief Executive Officer of the Company. During said period,
Executive also agrees to serve, if elected, as an officer and director of the Ban