CHANGE IN CONTROL AGREEMENT

a.

The Executive is presently employed as an executive officer of the Corporation.

b.

The Board of Directors of the Corporation (the “Board”) considers it essential to the best interests of the Corporation and its shareholders to foster the Corporation’s ability to retain key management personnel.

c.

The Board recognizes that, as is generally the case with publicly held corporations, the possibility of a Change in Control (as hereinafter defined) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Corporation and it shareholders.

d.

The Board intends for this Agreement to provide protection to the Executive against the exigencies of a Change in Control, but not to otherwise provide assurance of or rights to continued employment.

e.

The Board believes it to be in the best interests of the Corporation and its shareholders that the Corporation and the Board be able to rely upon the Executive to continue in the Executive’s position, and that the Corporation be able to receive and rely upon the Executive’s advice as to the best interests of the Corporation, without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control.

f.

Should the possibility of a Change in Control arise, in addition to the Executive’s regular duties, the Executive may be called upon to assist in the assessment of such possible Change in Control, to advise management and the Board as to whether such Change in Control would be in the best interests of the Corporation and its shareholders and to take such other actions as the Board might determine to be appropriate.

g.

This Agreement is not intended to alter the rights of the Executive in the absence of a Change in Control of the Corporation with respect to the Executive’s employment by the Company or the Executive’s compensation and benefits in connection with such employment and, accordingly, this Agreement, although taking effect as provided below, will be operative only upon a Change in Control of the Corporation.

h.

The Corporation and the Executive both desire to set forth the terms of benefits upon a termination of employment in certain circumstances following a Change in Control.

1.

Definitions.

(a)

An “Affiliate” of, or a Person “Affiliated” with, a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under current control with, the Person specified.

(b)

“Bank” means First Niagara Bank.

(c)

“Board of Directors” or “Board” means the Board of Directors of the Corporation.

(d)

“Cause” means a finding by the Board of Directors that any of the following conditions exist:

(i)

The Executive’s willful and continued failure substantially to perform the Executive’s duties (other than as a result of disability) that is not or cannot be cured within 30 days of the Corporation giving the Executive notice of the failure to so perform. For purposes of this Agreement, no act or failure to act will be deemed “willful” unless effected by the Executive not in good faith and without a reasonable belief that the Executive’s action or failure to act was in or not opposed to the Corporation’s best interests.

(ii)

A willful act or omission by the Executive constituting dishonesty, fraud or other malfeasance, and any act or omission by the Executive constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Corporation.

(iii)

The Executive’s indictment for a felony offense under the laws of the United States or any state other than for actions related to operation of motor vehicles which does not involve operation of a motor vehicle while intoxicated or impaired.

(iv)

Breach by the Executive of the Corporation’s Code of Ethics for Senior Financial Officers, any restrictive covenant, non-competition, confidentiality or non-solicitation, or other similar agreement which is applicable to the Executive, or breach of the Corporation’s Code of Ethics.

(e)

“Change in Control” means:

(i)

Any acquisition or series of acquisitions by any Person other than the Corporation, any of its Affiliates, any employee benefit plan of the Corporation or any of its Affiliates, or any Person holding common shares of the Corporation for or pursuant to the terms of such an employee benefit plan, that results in that Person becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities of the Corporation representing 50% or more of either the then outstanding shares of the common stock of the Corporation (“Outstanding Corporation Common Stock”) or the combined voting power of the Corporation’s then outstanding securities entitled to then vote generally in the election of Directors of the Corporation (“Outstanding Corporation Voting Securities”), except that any such acquisition of Outstanding Corporation Common oting Securities will not constitute a Change in Control while that Person does not exercise the

voting power of its Outstanding Corporation Common Stock or otherwise exercise control with respect to any matter concerning or affecting the Corporation, or Outstanding Corporation Voting Securities, and promptly sells, transfers, assigns or otherwise disposes of that number of shares of Outstanding Corporation Common Stock necessary to reduce its beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of the Outstanding Corporation Common Stock to below 50%;

(ii)

At the time when, during any period not longer than twenty-four (24) consecutive months, individuals who at the beginning of that period constitute the Board cease to constitute at least a majority of the Board, unless the election, or the nomination for election by the Corporation’s shareholders, of each new Board member was approved by a vote of at least 2/3rds of the Board members then still in office who were Board members at the beginning of that period (including, for these purposes, new members whose election or nomination was so approved); or

(iii)

Approval by the shareholders of the Corporation of

(A)

a dissolution or liquidation of the Corporation,

(B)

a sale of all or substantially all of the assets or earning power of the Corporation, taken as a whole (with the stock or other ownership interests of the Corporation in any of its Affiliates constituting assets of the Corporation for this purpose) to a Person that is not an Affiliate of the Corporation (for purposes of this paragraph, “sale” means any change of ownership), or

(C)

an agreement to merge or consolidate or otherwise reorganize, with or into one or more Persons that are not Affiliates of the Corporation, as a result of which less than 50% of the

outstanding voting securities of the surviving or resulting entity immediately after any such merger, consolidation or reorganization are, or will be, owned, directly or indirectly, by shareholders of the Corporation immediately before such merger, consolidation or reorganization (assuming for purposes of that determination that there is no change in the record ownership of the Corporation’s securities from the record date for that approval until that merger, consolidation or reorganization and that those record owners hold no securities of the other parties to that merger, consolidation or reorganization), but including in that determination any securities of the other parties to that merger, consolidation or reorganization held by Affiliates.

(f)

“Code” means the Internal Revenue Code of 1986, as amended.

(g)

“Good Reason” means:

(i)

A (A) material diminution in responsibilities, duties, title, reporting responsibilities within the business organization, status, role or authority; or (B) material reduction in the Executive’s (1) annual base salary, or (2) aggregate compensation (aggregate compensation to be determined by taking into consideration, without limitation, bonus, incentive awards, retirement or pension plans, non-qualified deferred compensation plans, equity compensation awards, or any other fringe benefit plan).

(ii)

A requirement, in the Executive’s reasonable judgment, that the services required to be performed by the Executive would necessitate the Executive moving the Executive’s residence to a location which is more than 100 miles from the Executive’s current residence, which the Executive chooses not to accept.

(iii)

A material breach of this Agreement by the Corporation that is not or cannot be cured within 30 days of the Executive giving the Corporation notice of the breach.

(h)

“Person” has the meaning given that term in Sections 13(d) and 14(d) of the Exchange Act, but excluding any Person described in and satisfying the conditions of Rule 13d-1(b)(1) of Section 13 of the Exchange Act.

2.

Term of Agreement. This Agreement will be effective for the period beginning on the Effective Date and shall continue to be effective for the period ending on the “Expiration Date”; provided, that the Executive’s right to indemnification and insurance coverage shall continue beyond the Expiration Date for the duration of all applicable statutes of limitations and for purposes of all policies of insurance. The “Expiration Date” shall initially be December 31, 2008 , and thereafter shall automatically be extended for successive two-year periods unless, not later than six months prior to any such Expiration Date, the Corporation shall have given notice to the Executive that it does not wish the Expiration Date to be so extended in which case the Expiration Period will be the date that is thirty (30) months from the date of such notice. Notwithstanding the foregoing, the Expiration Date shall be h the Executive’s employment with the Corporation terminates for any reason, in the event such termination occurs prior to a “Change in Control” of the Corporation (as hereinafter defined).

3.

Benefits and Restrictions Upon Termination Following a Change in Control.

(a)

Upon Termination by the Corporation without Cause or by the Executive with Good Reason. Upon the Executive’s termination of employment by (i) the Corporation without Cause within the twelve (12)-month period following a Change in Control or (ii) the Executive for Good Reason no later than fourteen (14) months following a Change in Control, the Corporation will provide the following:

(i)

Salary And Fringe Benefits . The Executive will receive full salary and fringe benefits through the effective date of termination together with any unpaid annual short term incentive bonus for a prior period. The Executive will receive a payment equal to the 200% of the Executive’s base salary, as in effect in the year of the termination of employment, payable in one lump sum on the effective date of the termination of employment (or as soon thereafter as practicable). The Executive will also receive medical and health insurance, group term life insurance, automobile allowance and club membership benefits (hereinafter referred to as “Fringe Benefits”) as in effect on the date of termination for a period of twenty-four (24) months beginning with the month next following the month during which the employment terminates. If the Executive dies during the twenty-four (24) month period, any dependent health or medical Fringe Benefits d for the balance of the twenty-four (24) month period. For purposes of COBRA health care continuation coverage, the “qualifying event” will be deemed to have occurred at the end of the twenty-four (24) month period following termination of employment.

(ii)

Bonus . The Executive will receive a bonus amount equal to the 200% of the Executive’s targeted annual short term incentive bonus amount in effect in the year of the termination of employment payable in one lump sum on the effective date of the termination of employment (or as soon thereafter as practicable).

(iii)

Accrued Vacation . The Executive will receive payment for accrued but unused vacation, which payment will be equitably prorated based on the period of active employment for that portion of the fiscal year in which the Executive’s termination of employment becomes effective. Payment for accrued but unused vacation will be payable in one lump sum on the effective date of the termination of employment (or as soon thereafter as practicable).

(iv)

Indemnification . For 60 months following the date of termination of employment, the Corporation will continue any indemnification agreement with the Executive and will provide directors’ and officers’ liability insurance insuring the Executive, such coverage to have limits and scope of coverage not less than that in effect on the date of termination of employment.

(v)

Equity Compensation . The Executive will be fully vested in and will have the immediate right to exercise all equity compensation awards including, but not limited to, stock options, restricted stock, stock appreciation rights, and phantom equity awards, which the Executive has received in connection with Executive’s employment with the Corporation.

(vi)

Qualified Plans . The Executive will be fully vested in the Executive’s accrued benefit under any qualified pension or profit sharing plan maintained by the Corporation, provided, however, if the terms of such plan do not permit acceleration of full vesting, the Executive will receive a lump sum payment on the effective date of the termination of employment (or as soon thereafter as practicable) in an amount equal to the value of the accrued benefit which was not vested.

(vii)

Outplacement . For a twelve (12)-month period following the termination of employment, the Corporation will provide the Executive with outplacement services in an amount not to exceed $10,000.

(viii)

Reduction in Fringe Benefits . Fringe benefits under this Section will be reduced to the extent practicable for any similar fringe benefits provided by and available to the Executive from any subsequent employer but will not be limited by the terms of any fringe benefit of a subsequent