EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement ") is entered into to be effective as of January 1, 2007 (the " Effective Date "), by and between ENB Insurance Agency, Inc., a New York corporation with offices at 16 North Main Street, Angola, New York 14006 (the " ENB Insurance "), and Robert G. Miller, Jr. (the " Employee ") to set forth the terms and conditions under which ENB Insurance 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 . ENB Insurance hereby employs the Employee and the Employee hereby accepts such employment, subject to the terms and conditions herein set forth. The Employee shall hold the office of President of ENB Insurance effective as of the Effective Date reporting to the Board of Directors of ENB Insurance (the " ENB Board ").

2.  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 ENB Board for successive additional periods of one (1) year commencing on December 31, 2007 and each anniversary thereof (each such period, an " Additional Term " and together with the Initial Term collectively, the " Term ").

3.  DUTIES .

(a) The Employee shall perform such reasonable duties and functions as the ENB Board may lawfully assign to him and as are typically performed by executives in such senior executive position, and the Employee shall comply in the performance of his duties with the policies of ENB Insurance and Evans Bancorp, Inc., a Delaware corporation and the parent corporation of ENB Insurance (" Parent ") and the board of directors of each of ENB Insurance and Parent, and be subject to the direction of the ENB Board and the board of directors of Parent (the " Parent Board ").

(b) Employee shall be primarily responsible for the direct management of ENB Insurance’s resources toward the achievement of strategic and financial objectives in a manner which is consistent with the ENB Board’s and Parent Board’s philosophies and policies, and with the various regulatory requirements applicable to ENB Insurance’s business. The Employee’s primary duties will consist of account servicing, marketing, recruiting and training as requested by ENB Insurance and also the solicitation, negotiation, placement and procurement of insurance business for which ENB Insurance is licensed and authorized to sell.

(c) The Employee agrees that during the Term, he will comply with all regulations and guidelines of ENB Insurance, will do nothing to jeopardize or impair ENB Insurance’s insurance licenses, and will comply with all rules and regulations of the New York State Insurance Department and the statutes of the State of New York or any other state which regulates the business(s) of ENB Insurance.

(d) The Employee shall maintain any and all licenses and permits required to be owned or possessed by him under applicable law (including NASD License) in order to perform the duties required by him hereunder. The Employee shall keep and maintain all of such licenses and permits in full force and effect during the term of this Agreement.

(e) The Employee shall, except as otherwise provided herein, be subject to ENB Insurance’s and the Parent’s rules, practices and policies applicable to their Executive Employees, respectively.

(f) In addition to the foregoing, the Employee shall have such other duties and responsibilities as may be reasonably assigned to him from time to time by the ENB Board. Employee agrees to perform such other services and duties consistent with the office or offices in which he is serving and its responsibilities as may from time to time be prescribed by the ENB Board.

(g) The Employee shall devote all of his business time and attention, reasonable vacation time and absences for sickness excepted, to the business and affairs of ENB Insurance.

4.  COMPENSATION . (a) As compensation for the employment services to be rendered by the Employee hereunder, ENB Insurance agrees to pay, and the Employee agrees to accept, payable in equal installments in accordance with ENB Insurance’s practice, an initial annual base salary of $206,000.00. The Employee’s annual salary hereunder for the remaining years of employment shall be determined by the ENB Board in its sole discretion, provided, however, that the Employee’s annual base salary shall not be reduced below $206,000.00. 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.

(b) In addition to the Employee’s annual base salary, the Employee shall be entitled to receive "the employee portion" of residual commissions earned on life insurance and annuities sold through M&W Group, Inc. prior to the date of this Agreement.

5.  BONUS COMPENSATION . The Employee shall be eligible to receive an annual bonus in such amounts and subject to the achievement of bonus objectives to be determined from time to time by the ENB Board in its sole discretion. The bonus arrangement for fiscal year 2007 is outlined on Schedule A hereto.

6.  BENEFITS .

(a) Employee shall be entitled to four weeks of paid vacation per year (in accordance with ENB Insurance’s vacation policy as in effect from time to time), and to participate in such benefit plans and arrangements and receive any other benefits customarily provided by ENB Insurance to its senior management personnel (including any profit sharing, pension, short- and long-term disability insurance, hospital, major medical insurance and group life insurance plans in accordance with the terms of such plans) and for which the Employee shall qualify, and as such plans, programs, and arrangements are from time to time amended or modified (the " Benefit Plans "). Nothing in this Agreement shall be construed to require the Bank to establish any specific plan(s) or to prevent the Bank from amending, modifying or any Benefit Plan.

(b) Subsection (a) above notwithstanding, and subject to the following conditions and limitations, in lieu of family health care insurance provided generally to ENB Insurance employees, ENB Insurance shall use commercially reasonable efforts to maintain for and provide to the Employee a long term health care insurance policy that covers both Employee and his spouse, provided the annual cost of such long term health care insurance policy does not exceed the cost of family health insurance coverage provided by ENB Insurance to its employees generally.

(c) ENB Insurance shall provide the Employee with a company-owned vehicle, the specific make and model to be determined by ENB Insurance. ENB Insurance shall reimburse the Employee, upon presentment of suitable vouchers, for his reasonable country club dues and his reasonable business expenses, including travel expenses, incurred or paid by the Employee in connection with his employment hereunder in accordance with ENB Insurance policy as established from time to time by the ENB Board. ENB Insurance shall also pay or reimburse the Employee for fees and expenses associated with membership in trade associations and professional memberships related to the business of ENB Insurance, as well as fees for licenses and permits that the Employee is required to maintain to perform his duties as referenced in Section 3(f) above.

7.  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 ENB Board 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 ENB Board that the Employee’s employment shall be terminated "for cause";

(iv) in accordance with the terms of Section 8 upon the "disability" (as hereinafter defined) of the Employee; and

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

(b) For the purposes of this Agreement " for cause " shall mean (i) Employee’s dishonesty, willful misconduct, gross negligence, or fraud in the Employee’s dealings with ENB Insurance or any of its affiliates or any of ENB Insurance’s or its affiliates’ customers or otherwise, (ii) the Employee’s loss of his license to act as an insurance agent in New York State, (iii)indictment for any crime which in the reasonable judgment of the ENB Board adversely affects the good name and reputation of ENB or any of its affiliates, or (iv) material neglect or failure by the Employee to fulfill the Employee’s obligations as President of ENB Insurance as contemplated by this Agreement where such neglect or failure shall not have ceased or been remedied within two weeks following written warning from the ENB Board.

(c) In the event the Employee’s employment is terminated without cause pursuant to Section 7(a)(i) above, ENB Insurance 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). ENB Insurance’s obligation to make payments under this Section 7(c) shall be conditional upon the Employee’s compliance with his obligations under Sections 12, 13, 14 and 15 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 ENB Insurance for cause or by the Employee pursuant to Section 7(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 ENB Insurance’s vacation policy as in effect from time to time and consistent with applicable law).

8.  DISABILITY . The Employee’s employment may also be terminated upon written notice to the Employee by ENB 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 ENB Board after consultation with medical advisors satisfactory to such Board and the Employee, is likely to continue for a sufficiently long period of time so as to be materially detrimental to ENB Insurance’s operations. Any termination pursuant to this Section 8 shall be effective on the date 30 days after which the