CNC INCENTIVE STOCK PLAN

Exhibit 10.2 CANANDAIGUA NATIONAL CORPORATION 1989 INCENTIVE STOCK PLAN

CANANDAIGUA NATIONAL CORPORATION

1989 INCENTIVE STOCK PLAN

1. PURPOSES

The purposes of this 1989 Incentive Stock Plan ("Plan") are to further the growth and profitability of Canandaigua National Corporation and its affiliates by providing a stock incentive program that will be an incentive to Key Employees (as defined below) of Canandaigua National Corporation and its affiliates whose contributions are important to the continued success of the Company.

2. DEFINITIONS

(a) "Board" means the Board of Directors of Canandaigua National Corporation.

(b) "Committee" means the Compensation Committee of the Board or such other Committee as the Board designates to administer the Plan. The Committee shall consist of not less than three members of the Board who axe not employees.

(c) "Common Stock means Common Stock of Canandaigua National Corporation.

(d) "Company" means Canandaigua National Corporation and any directly or indirectly controlled subsidiary.

(e) "Redemption Value" of a share of Common Stock on any date means the higher of: (1) the book value of a share of Common Stock as of the end of the fiscal quarter of the Company immediately preceding the valuation date (2) if the shares are listed on a national stock exchange, the average of the highest and lowest sale prices of a share of Common Stock on the business day next prior to that date. In the event no sales are made on such day, the Redemption Value for such day shall be deemed to be (i) the average of the closing bid and asked prices for that day on the principal stock exchange on which the shares are traded; (ii) if the shares are not listed on any such exchange, the average of the closing bid and asked prices of a share of Common Stock quoted by the NASDAQ System on the business day next prior to such date; or (iii) if the shares are neither listed on a national stock exchange nor quoted on the NASDAQ System, the higher of: (A) the most recent valuation of a share of Common Stock for the Company's Employee Stock Ownership Plan; or (B) the average price per share of Common Stock at the most recent public auction of shares of Common Stock which is determined to be a representative auction by the Committee.

(f) "Key Employees" means senior officers and other key employees of the Company.

(g) "Participant" means a Key Employee of the Company to whom a grant has been made by the Committee.

(h) "Plan" means the Canandaigua National Corporation 1989 Incentive Stock Plan.

3. ADMINISTRATION

Within the limitations prescribed herein, the Plan shall be administered by the Committee. The Committee shall have all the powers vested in it by the terms of the Plan. The Committee shall be authorized to interpret the Plan and the grants and awards made under the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make any determinations it believes necessary or advisable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any grant or award thereunder in the manner and to the extent the Committee deems desirable. Any determination by the Committee in the administration of the Plan shall be in its sole discretion and conclusive. The Committee may act only by a majority of its members in office, except that the members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee.

4. GRANTS AND AWARDS

Grants and awards under the Plan may be in the form of (i) phantom stock awards (PSA) as described in Section 5 and (ii) stock appreciation rights (SAR) as described in Section 6.

5. TERMS AND CONDITIONS OF PHANTOM STOCK AWARDS

(a) Phantom stock awards covering phantom shares of Common Stock ("PSAs") may be granted to such Key Employees in such numbers and at such times during the term of the Plan as the Committee shall determine.

(b) Each PSA granted under the Plan shall be evidenced by a written PSA agreement executed by the Company and the participant in such form and subject to such terms and conditions as the Committee shall determine and as are not inconsistent with the provisions of the Plan, including the following:

     (i) Number of phantom shares -- The number of phantom shares of Common Stock covered by a PSA shall be determined by the Committee.

     (ii) Duration of PSAs -- The duration of any PSA shall be determined by the Committee.

     (iii) Exercise of a PSA -- Each PSA shall be exercisable, with respect to phantom shares of Common Stock, at such times as determined by the Committee. The Committee may at any time, in its sole discretion, accelerate the time during which a PSA shall be exercisable in whole or in part. PSAs may be exercised from time to time by written notice to the Company stating the number of phantom shares of Common Stock with respect to which the PSA is being exercised.

     (iv) Payment -- Upon the exercise of a PSA, the Company shall pay to the Participant an amount equal to the product of the Redemption Market Value (as determined in 2 (e) above) of a share of Common Stock and the number of phantom shares of Common Stock with respect to which the PSA is exercised. Such payment may be made in cash or in shares of Common Stock or a combination of both, as the Committee shall determine.

     (v) Non-transferability of PSAs -- a PSA shall not be transferable by a Participant except by will or the laws of descent and distribution, and shall be exercisable, during his lifetime, only by him.

     (vi) Termination of Employment -- On the termination of a Participant's employment, each PSA previously granted to him shall expire; provided, however, if employment is terminated by reason of death, disability, retirement or any other reason approved by the Committee, the PSA shall terminate at such time as determined by the Committee.

6. STOCK APPRECIATION RIGHTS

(a) Stock appreciation rights covering shares of Common Stock ("SARs") may be granted to such Key Employees in such numbers and at such times during the term of the Plan as the Committee shall determine.

(b) Each SAR granted under the Plan shall be evidenced by a written agreement executed by the Company and the participant, in such form and subject to such terms and conditions as the Committee shall determine and as are not inconsistent with the provisions of the Plan, including the following:

     (i) Number of stock appreciation rights - The number of stock appreciation rights covered by a SAR shall be determined by the Committee.

     (ii) Duration of SARs - The duration of any SAR shall be determined by the Committee.

     (iii) Exercise of a SAR - Each SAR shall be exercisable at such times as determined by the Committee. The Committee may at any time, in its sole discretion, accelerate the time during which a SAR shall be exercisable in whole or in part. SARs may be exercised from time to time by written notice to the Company stating the portion of a SAR which is being exercised.