PATHFINDER BANCORP, INC.
CHANGE IN CONTROL AGREEMENT
This Agreement is made effective as of the January 1, 2007, 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 Melissa A. Miller (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
WHEREAS , the Employer and Executive entered into a change in control agreement; and
WHEREAS , Section 409A of the Internal Revenue Code (“Code”), effective January 1, 2005, requires
deferred compensation arrangements, including those set forth in change in control 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 in April of 2007
necessitate changes to said change in control agreement; and
WHEREAS , Executive has agreed to such changes; and
WHEREAS , the Employer believes it is in the best interests to enter into a revised change in control agreement
(the “Agreement”) in order to provide Executive with certain benefits in the event of a Change in Control of the
Employer, as herein after defined, and incorporate the changes required by the new tax laws.
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 . CHANGE IN CONTROL DEFINED
For purposes of this Agreement, a "Change in Control" of the Bank or Company shall mean a Change in
Control of a nature that (i) would be required to be reported in response to Item 5.01 of the current report on
Form 8-K, as in effect on the date he