CHANGE OF CONTROL AGREEMENT

Change of Control Agreement

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This Change of Control Agreement involves

ALLIANCE BANK, NA | CONNIE M. WHITTON

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Title: CHANGE OF CONTROL AGREEMENT
Date: 3/3/2005

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Exhibit 10.13

CHANGE OF CONTROL AGREEMENT

THIS AGREEMENT is made as of January 1, 2005 by and between (i) ALLIANCE FINANCIAL CORPORATION, a New York corporation and registered bank holding company (“Corporation”) and ALLIANCE BANK, N.A. a wholly owned subsidiary of the Corporation (“Bank”), having a principal place of business at 120 Madison Street, Syracuse, Onondaga County, New York, (the Corporation and the Bank are referred to collectively in this agreement as the “Employer”), and (ii) CONNIE M. WHITTON currently residing in Manlius, New York “(Executive”).

WITNESSETH:

WHEREAS, The Board of Directors (the “Board”) of the Employer has approved the Bank entering into a severance agreement with certain key executives to encourage the continued dedication of the Executive to the Bank and to promote the stability of Bank management by providing certain protections for the Executive in the event a change of control occurs with the bank; and

WHEREAS, should the Corporation receive any proposal from a third person concerning any possible business combination with, or acquisition of equity securities of, the Corporation, the Board believes it imperative that the Corporation be able to rely upon the Executive to continue in his/her position, and that the Corporation be able to receive and rely upon his/her advice, if it requests it, as to the best interests of the Corporation and its shareholders without concern that he/she might be distracted by the personal uncertainties and risks created by such a proposal; and

WHEREAS, should the Corporation receive any such proposals, in addition to the Executive’s regular duties, he/she may be called upon to assist in the assessment of such proposals, to advise management and the Board as to whether such proposals 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; and

WHEREAS, the Board also desires to encourage the continued dedication of the Executive to the Corporation and to the Bank and to promote the stability of the Bank’s management by providing certain protections for the Executive in the event that a Change in Control (as hereinafter defined) occurs with respect to the Corporation:

NOW, THEREFORE, to assure the Employer will have the continued dedication of the Executive and the availability of his/her advice and service notwithstanding the possibility, threat or occurrence of a bid to take over control of the Corporation, and to induce the Executive to remain in the employ of the Bank, and for other good and valuable consideration, the Employer and the Executive agree as follows:

	1.	*Services During Certain Events*. In the event a “person” or “group” (as such quoted terms are defined in Section 4 (a)(i) below) begins a tender or exchange offer, circulates a proxy to shareholders, or takes other steps seeking to effect a Change of Control (as defined in Section 4(a) below), the Executive agrees that he/she will not voluntarily leave the employ of the Bank and will render the services contemplated in the recitals to this Agreement consistent with his/her then current employment terms until the such person or group has abandoned or terminated his/her or its efforts to effect a Change of Control or until three (3) months after a Change of Control has occurred, but in no event shall such period exceed six (6) months.

	2.	*Termination after Change in Control*.

a. Change of Control Payment. In the event of a Termination

(as defined in Section 4(b) below) of the Executive’s employment with the Bank in anticipation of, or within twenty-four (24) months after, a Change of Control, the Bank shall be obligated, subject to the limitation contained in Section 2(d) below, to pay the Executive an amount equal to the Executive’s Average Annual Taxable Compensation (as defined in Section 4(e) below). Such amount shall be payable to the Executive in four (4) equal quarterly installments (subject to any applicable payroll or other taxes required to be withheld), over a two (2) year period, without interest, with the first such payment made not later than thirty (30) days after the Executive’s last day of employment with the Bank and each succeeding payment being due on the same day of every third calendar month thereafter. In the event the Executive dies at any time during the year following his/her Termination, any remaining unpaid installments provided for by this Section 2(a) shall be paid to his/her estate. Notwithstanding the foregoing, at the sole election of the Bank, the entire amount payable to the Executive pursuant to this Section 2(a) may be paid in a lump sum, not later than the 30(th) day following the Executive’s last day of employment with the Bank.

	b. *Employee Benefits*. In the event a Change of Control occurs
		and the Executive is entitled to the Change of Control Payment set forth in Section 2(a), Executive shall also be provided with the same level of standard employee benefits he/she was receiving on the date of Termination, or the cash equivalent of such benefits, for a period of twenty-four (24) months following Executive’s termination.

	c. *Stock Options*. In the event a Change of Control occurs and the Executive is entitled
		to the Change of Control Payment set forth in Section 2(a), all forms of equity-based compensation previously granted to Executive, including any stock options or other awards under the Corporation’s Long Term Incentive Compensation Plan, shall become immediately vested and exercisable. In such event, the Corporation shall take all necessary and appropriate action to effect such treatment, and such benefits shall otherwise be governed by the terms of the plan and related grant document under which such benefit was granted.

d. Limitation. Notwithstanding anything in this Agreement to the

contrary, in the event that the amount payable to the Executive pursuant to Section 2(a) above, when added to all other amounts paid or to be paid to, and the value of all property received or to be received by the Executive in anticipation of or following a Change of Control, whether paid or received pursuant to this Agreement or otherwise (such other amounts and property being referred to herein as “Other Change in Control Payments”), would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (or any successor or renumbered section), then the amount payable pursuant to Section 2(a) of this Agreement shall be reduced to the maximum amount which, when added to such Other Change in Control Payments, does not constitute an excess parachute payment.

	3.	*Employment “at Will”* . Notwithstanding any provisions of this Agreement, this Agreement shall not confer upon the Executive the right to be retained in the service of the Bank nor limit the right of the Bank to discharge or otherwise change the terms of employment, except to the extent expressly provided herein. It is the express understanding of the parties hereto that the Executive’s employment shall at all times be “at Will”, notwithstanding any provisions of this Agreement. Accordingly, the Executive or the Bank may terminate the Executive’s employment with the Bank at any time or without cause, except as otherwise provided by law.
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