EXECUTIVE SEVERANCE AGREEMENT DATED SEPTEMBER 20, 2006-BENTLEY

Termination Severance Agreement

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This Termination Severance Agreement involves

CHEMUNG CANAL TRUST COMPANY

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Title: EXECUTIVE SEVERANCE AGREEMENT DATED SEPTEMBER 20, 2006-BENTLEY
Governing Law: New York Date: 11/9/2006
Industry: BANKRG Sector: FINANC

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EXHIBIT 10 EXHIBIT 10.2

EXECUTIVE SEVERANCE AGREEMENT

THIS AGREEMENT, entered into as of the 20th day of September, 2006, by and between CHEMUNG CANAL TRUST COMPANY (the "Bank"), a New York banking corporation having an office located at One Chemung Canal Plaza, P.O. Box 1522, Elmira, New York 14902-1522, and RONALD M. BENTLEY, residing at 30 Springfield Drive, Voorheesville, New York 12186 (the "Executive"),

W I T N E S S E T H T H A T :

WHEREAS, Executive commenced employment with Bank on August 1, 2006, and

WHEREAS, the parties hereto desire to provide a severance benefit to Executive in the event his employment with Bank is terminated without cause;

NOW, THEREFORE, to assure Bank of Executive's continued dedication and to induce Executive to remain and continue in the employ of Bank, and for other good and valuable consideration, the receipt and adequacy whereof each party hereby acknowledges, Bank and Executive hereby agree as follows:

1. TERMINATION WITHOUT CAUSE OR FOR GOOD REASON:

(a) If Executive's employment is terminated by Bank without Cause, as defined in Paragraph 3 hereof, or if Executive resigns from his employment with Bank hereunder for Good Reason, as defined in Paragraph 4 hereof, at any time prior to a Change in Control, as defined in Executive's Change of Control Agreement executed simultaneously herewith (the "Change of Control Agreement"), Bank shall continue to pay Executive the Base Salary, at the rate in effect immediately prior to such termination, at such intervals as the same would have been paid had Executive remained in the active service of Bank for a period of one (1) year.

(b) During such period, Executive shall be deemed to be on a paid leave of absence (the "Leave"). Executive shall be entitled to be paid for any earned vacation accrued to the date of termination (no such vacation time shall be earned during the Leave), and he shall continue to participate during the Leave in all employee welfare benefit plans that Bank provides and continues to provide generally to its employees, provided that Executive is entitled to continue to participate in such plans under the terms thereof. Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of Bank. In the event of Executive's death during the Leave, the Base Salary continuation payments under this Paragraph 1 shall continue to be made during the remainder of the Leave to the beneficiary designated in writing for this purpose by Executive on the Beneficiary Designation attached hereto, or, if no such beneficiary is specifically designated, to Executive's estate.

(c) If, during the Leave, Executive breaches his obligations under this Agreement, Company may, upon written notice to Executive, terminate the Leave and cease to make any further payments or to provide any benefits described in this paragraph.

2. TERMINATION FOR CAUSE; RESIGNATION WITHOUT GOOD REASON: If, prior to the expiration of the Employment Term, Executive's employment is terminated by Bank for Cause, or if Executive resigns from his employment with Bank hereunder other than for Good Reason, Executive shall be entitled only to payment of his Base Salary, as then in effect, through and including the date of termination or resignation, together with accrued vacation attributable to unused time from prior years. Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the employee benefit plans or programs of Bank.

3. CAUSE: Termination for "Cause" shall mean termination of Executive's employment because of:

(a) Any act or omission that constitutes a material breach by Executive of any of his obligations under this Agreement;

(b) The continued failure or refusal of Executive to substantially perform the duties reasonably required of him as an employee of Bank;

(c) Any willful and material violation by Executive of any federal or state law or regulation applicable to the business of Bank or any of its subsidiaries or Executive's conviction of a felony, or any willful perpetration by Executive of a common law fraud; or

(d) Any willful misconduct by Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, Bank or any of its subsidiaries or affiliates.

4. GOOD REASON: Good reason shall mean the following:

(a) A decrease in Executive's base rate of compensation or a failure by Bank to pay material compensation due and payable to Executive in connection with his employment;

(b) A material diminution of the responsibilitie