EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is entered into to be effective as of December 1, 2006 (the “ Effective Date ”), by and among Evans Bancorp Inc. (“ EBI ”) and its subsidiary Evans National Bank (the “ Bank ”), with offices at 14-16 North Main Street, Angola, New York 14006, and David J. Nasca, residing at 54 Lanoche Court, Williamsville, New York 14221 (the “ Employee ”) to set forth the terms and conditions under which EBI and the Bank shall employ the Employee.

For good and valuable consideration, the receipt of which is acknowledged by the parties, it is agreed as follows:

1.  EMPLOYMENT; POSITION . EBI and the Bank agree that the Employee shall succeed James Tilley, EBI’s and the Bank’s current President and Chief Executive Officer. EBI and the Bank hereby employ the Employee and the Employee hereby accepts such employment, subject to the terms and conditions herein set forth. Employee shall serve as President of the Bank and of EBI effective as of the Effective Date, and as Chief Executive Officer of the Bank and EBI effective as of April 1, 2007. The Employee shall hold the offices of President and Chief Executive Officer of the Bank and of EBI reporting to the Board of Directors of the Bank and of EBI, as the case may be. The Employee shall perform such reasonable duties and functions as the Board of Directors of the Bank and/or of EBI may lawfully assign to him and as are typically performed by executives in such senior executive positions, and the Employee shall comply in the performance of his duties with the policies of EBI and of the Bank and of their respective Board of Directors. The Employee agrees to devote his full working time to the performance of his duties hereunder and not to accept paid employment with any other corporation, bank, or other entity.

2.  COMPENSATION . As compensation for the employment services to be rendered by the Employee hereunder, the Employee shall be paid, and the Employee agrees to accept, an initial annual base salary of $200,000. The Employee’s base salary shall be payable in equal installments in accordance with the Bank’s practice, and shall be paid to the Employee by either the Bank or EBI in such proportions as may be determined by their respective Boards of Directors. The Employee’s annual salary hereunder for the remaining years of employment shall be determined by the Board of Directors of EBI and of the Bank in their sole, respective discretions, provided, however, that the Employee’s annual salary shall not be decreased. The Employee’s performance appraisal and salary review shall occur annually on a calendar year basis with the first review to be held as of January 1, 2008.

3.  STOCK OWNERSHIP . The Employee represents that he currently owns shares of common stock of EBI having a current market value of at least $10,000.

4.  TERM . The initial term of employment under this Agreement shall begin on the Effective Date hereof and shall continue until December 31, 2011, subject to prior termination in accordance with the terms of this Agreement (the “ Initial Term ”). Subject to the rights of the parties hereunder to terminate employment hereunder, the Initial Term may be extended annually by appropriate action of the Board of Directors of EBI and of the Bank for successive additional periods of one (1) year commencing on December 31, 2007 and each anniversary thereof.

5.  BENEFITS . Under current policies, as a senior executive officer of the Bank, the Employee is entitled to four weeks paid vacation per year plus five personal days and customary bank holidays, beginning and accruing on January 1, 2007. The Employee shall be entitled to participate in all employee benefit plans, programs, and arrangements as customarily provided by the Bank or by EBI, as the case may be, to their respective senior executive officers and for which the Employee shall qualify, as set forth in the Employee’s offer of employment dated August 7, 2006, accepted August 14, 2006 and approved August 15, 2006 by the Board of Directors EBI and the Bank, and as such plans, programs, and arrangements are from time to time amended (the “ Benefit Plans ”).

6.  BONUS COMPENSATION . The Employee shall be entitled to receive such bonus as may from time to time be deemed appropriate by the Board of Directors of the Bank or of EBI, in their sole, respective discretions. The Employee acknowledges and agrees that, in light of the level of the Employee’s compensation and other factors, bonus arrangements for the Employee may be separately considered from bonus arrangements for the other officers of the Bank or of EBI. The Employee’s initial bonus review shall be for the calendar year 2007, and shall occur as of January 1, 2008.

7.  ADDITIONAL BENEFITS . The Bank shall provide the Employee with a $700 per month automobile allowance. The Bank shall reimburse the Employee for his reasonable Brookfield Country Club dues and his reasonable business expenses. The Bank shall pay or reimburse the Employee for fees and expenses associated with membership in trade associations or professional memberships related to the business of EBI or the Bank. Subject to the following conditions and limitations, the Bank shall use its commercially reasonable efforts to obtain for and provide to the Employee supplemental long-term disability insurance (“ S-LDI ”) that supplements the Bank’s long-term disability plan benefits for which the Employee is eligible to participate and that provides the Employee with long-term disability payments equal to not more than 70% of the Employee’s annual salary, provided, the Employee is and remains eligible for S-LDI based on Employee’s health or otherwise, S-LDI covering the Employee is available to the Bank and is available at commercially reasonable premium rates.

8.  TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION .

(a) The Employee’s employment hereunder shall terminate upon the first to occur of the following:

(i) upon 90 days’ prior written notice to the Employee upon determination by the Board of Directors of the Bank and/or of EBI that the Employee’s employment shall be terminated for any reason which would not constitute termination “for cause” (as herein defined);

(ii) upon written notice to the Employee upon determination by the Board of Directors of the Bank and/or of EBI that the Employee’s employment shall be terminated “for cause”;

(iv) in accordance with the terms of Section 9 upon the “disability” (as hereinafter defined) of the Employee; and

(v) upon 90 days’ prior written notice by the Employee to EBI and the Bank of the Employee’s voluntary termination of his employment.

(b) For the purposes of this Agreement “ for cause ” shall mean (i) dishonesty or fraud in the Employee’s dealings with the Bank or EBI or their respective customers, (ii) indictment for any crime which in the reasonable judgment of the Board of Directors of the Bank and/or EBI adversely affects the good name and reputation of the Bank or of EBI or (iii) material neglect or failure by the Employee to fulfill the Employee’s obligations as President or Chief Executive Officer of the Bank or of EBI as contemplated by this Agreement where such neglect or failure shall not have ceased or been remedied within 30 days following written warning from the Bank or EBI. The determination that “for cause” exists shall be made by a 2/3rds vote of the Board of Directors of the Bank and/or EBI (excluding the Employee for the purposes of determining such 2/3rds vote).

(c) In the event the Employee’s employment is terminated without cause pursuant to Section 8(a)(i) above, EBI or the Bank shall pay the Employee, for a period equal to the then remaining term of this Agreement, a monthly payment (subject to applicable tax withholding) equal to one-twelfth of his then annual base salary, which amount shall be in lieu of any and all other payments due and owing to the Employee under the terms of this Agreement (other than any payments or benefits payable under the terms of the Benefit Plans). EBI’s or the Bank’s obligation to make payments under this Section 8(c) shall be conditional upon the Employee’s compliance with his obligations under Sections 13, 14, 15 and 16 hereof.

(d) If the Employee should die during the term of his employment hereunder, this Agreement shall terminate immediately. In such event, the estate of the Employee shall thereupon be entitled to receive such portion of the Employee’s then annual base salary as has been accrued through the date of his death. The Employee’s estate also shall be entitled to any amounts or benefits payable under the terms of the Benefit Plans.

(e) Upon termination of the Employee’s employment by EBI or the Bank for cause or by the Employee pursuant to Section 8(a)(v), the Employee shall not be entitled to any amounts or benefits hereunder other than such portion of the Employee’s annual salary as has been accrued through the date of his termination of employment and any accrued and unpaid vacation pay through the date of his termination of employment (as provided in EBI’s or the Bank’s vacation policy as in effect from time to time and consistent with applicable law).

9.  DISABILITY . The Employee’s employment may also be terminated upon written notice to the Employee by the Bank or EBI in the event of the Employee’s disability. For purposes of this Agreement “ disability ” shall mean the Employee’s physical or mental incapacity which prevents the Employee from performing the Employee’s normal duties on a full time basis, which condition, in the reasonable judgment of the Board of Directors of the Bank and/or of EBI after consultation with medical advisors satisfactory to such Boards and the Employee, is likely to continue for a sufficiently long period of time so as to be materially detrimental to the Bank’s and/or EBI’s operations. Any termination pursuant to this Section 9 shall be effective on the date 30 days after which the Employee shall have received written notice of EBI’s or the Bank’s election to terminate hereunder. In such event, the Employee shall thereupon be entitled to receive, for a period equal to the shorter of (i) 180 days from the effective date of the Employee’s termination of employment under this Section 9 or (ii) until such date the Employee becomes eligible for long term disability payments under either the Bank’s or EBI’s then existing long term disability plan, continued scheduled monthly payments of the Employee’s then annual base salary. Executive shall also be entitled to any amounts or benefits payable under the terms of the Benefit Plans.

10.  ASSIGNMENT . This Agreement is personal to the Employee and the Employee may not assign or transfer any part of his rights or duties hereunder, or any compensation due to the Employee hereunder, to any other person, except that this Agreement