ALLIANCE BANK, N.A. SPLIT DOLLAR AGREEMENT

Exhibit 10.4

ALLIANCE BANK, N.A.

SPLIT DOLLAR AGREEMENT

THIS SPLIT DOLLAR AGREEMENT (this “Agreement”) is made as of this 27th day of January, 2009 by and between Alliance Bank, N.A., and Jack H. Webb (the “Employee”).

WHEREAS, to encourage the Employee to remain a Employee of the Bank, the Bank is willing to allocate a portion of the death proceeds of a life insurance policy on the Employee’s life to the Employee’s beneficiary(ies) if the Employee dies while actively employed by the Bank. The Bank will pay life insurance premiums from its general assets.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Employee hereby agree as follows.

ARTICLE 1

DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1        Employee’s Interest means the benefit set forth in Section 2

1.2        Insurer means each life insurance carrier with a Split Dollar Policy Endorsement attached to this Split Dollar Agreement.

1.3        Net Amount At Risk means, on any date, the difference in the Death Benefit payable by the insurance carrier and the cash surrender value of the policy(ies) owned by the Bank on the Employee’s life.

1.4        Policy means the specific life insurance policy or policies issued by the Insurer(s).

1.5        Split Dollar Policy Endorsement means the form required by the Administrator or the Insurer to indicate the Employee’s interest, if any, in a Policy on the Employee’s life.

1.6        Termination of Employment means that the Employee shall have ceased to be employed by the Bank for any reason whatsoever, excepting a leave of absence approved by the Bank. For purposes of this Agreement, if there is a dispute over the status of the Employee or the date of termination of the Employee’s service, the Bank shall have the sole and absolute right to decide the dispute.

ARTICLE 2

POLICY OWNERSHIP/INTERESTS

2.1        Bank Ownership. The Bank is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of any death proceeds remaining after the Employee’s Interest has been paid under Section 2.2 of this Split Dollar Agreement.

2.2        Employee’s Interest. Upon the Employee’s death before Termination of Employment, the Employee shall have the right to designate the beneficiary(ies) of death proceeds in an amount determined under the schedule set forth in Appendix A to this Agreement but, in no event, an amount in excess of the Net Amount at Risk on the Employee’s date of death. Subject to the terms of this Split Dollar Agreement, the Bank hereby endorses the Employee’s Interest to the Employee and agrees to execute any

other or further documents that may be required to effectuate this Split Dollar Agreement. The Employee shall have the right to elect and change settlement options specified in the Policy that may be permitted. However, the Employee, the Employee’s transferee, and the Employee’s beneficiary(ies) or estate shall have no rights or interests in the Policy for that portion of the death proceeds designated in this Section 2.2 if the Employee’s Termination of Employment occurs before the Employee’s death.

2.3        Premium Payment. The Bank shall pay any premiums due on the Policy.

2.4         Imputed Income. The Bank shall impute income to the Employee annually to reflect the value of the coverage provided under this Split Dollar Agreement in an amount determined in accordance with applicable federal tax requirements.

2.5        Internal Revenue Code Section 1035 Exchanges. The Employee recognizes and agrees that the Bank may after this Split Dollar Agreement is adopted wish to exchange the Policy of life insurance on the Employee’s life for another contract of life insurance insuring the Employee’s life. Provided that the Policy is replaced (or intended to be replaced) with a comparable policy of life insurance, the Employee agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the Policy or, if necessary, for modifying or updating to a comparable insurer.

ARTICLE 3

BENEFICIARIES

3.1        Beneficiary Designations. The Employee shall designate a beneficiary by filing a written designation with the Bank. The Employee’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Employee, or if the Employee names a spouse as beneficiary and the marriage is subsequently dissolved. If the Employee dies without a valid beneficiary designation, all payments shall be made to the Employee’s estate.

ARTICLE 4

GENERAL LIMITATIONS

4.1        Termination of Employment. Notwithstanding any provision of this Agreement to the contrary, the Employee’s Interest in the Policy shall terminate if the Employee’s employment with the Bank terminates or is terminated for any reason (other than his death while actively employed), and the Bank’s obligations under this Agreement shall terminate as of the effective date of the Employee’s Termination of Employment.

4.2        Insurer. The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Split Dollar Agreement.

ARTICLE 5

CLAIMS AND REVIEW PROCEDURES

5.1        Claims Procedure. If the Administrator denies part of or the entire claim, the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows:

5.1.1        Initiation: Written Claim. The claimant initiates a claim by submitting to the Administrator a written claim for the benefits.

5.1.2       Timing of Administrator Response. The Administrator shall respond to such claimant within 90 days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

5.1.3       Notice of Decision. If the Administrator denies part or all of the claim, then the Administrator shall notify the claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

5.2        Review Procedure. If the Administrator denies part or all of the claim, then the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows:

5.2.1        Initiation of Written Request. To initiate the review, the claimant must file with the Administrator a written request for review within 60 days after receiving the Administrator’s notice of denial.

5.2.2        Additional Submissions for Information Access. The claimant shall then have the opportunity to submit written comments, documents, records, and other information relating to the claim. The Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

5.2.3        Considerations on Review. In considering the review, the Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

5.2.4        Timing of Administrator Response. The Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, then the Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision.

5.2.5        Notice of Decision. The Administrator shall notify the claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood

by the claimant. The notification shall set forth:

ARTICLE 6

ADMINISTRATION

6.1       Administration. This Split Dollar Agreement shall be administered by an Administrator, which shall consist of the Bank’s board of directors or such committee as the board shall appoint. The Administrator shall also have the discretion and authority to:

  (a)        make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Split Dollar Agreement, and

  (b)        decide or resolve any and all questions, including interpretations of this Split Dollar Agreement, as may arise in connection with the Split Dollar Agreement.

6.2       Named Agents. In the administration of this Split Dollar Agreement, the Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank.

6.3       Binding Effect of Decisions. The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Split Dollar Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Split Dollar Agreement.

6.4       Indemnity of Administrator. The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Split Dollar Agreement, except in the case of willful misconduct by the Administrator or any of its members.

6.5       Information. To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Termination of Employment of the Employee and such other pertinent information as the Administrator may reasonably require.

ARTICLE 7

MISCELLANEOUS

7.1       Amendment and Termination. This Split Dollar Agreement shall terminate automatically if the Employee’s Termination of Employment occurs before the Employee’s death. This Split Dollar Agreement shall also terminate upon the occurrence of any one of the following:

If this Split Dollar Agreement is terminated, the Bank may in its sole discretion retain or terminate the Policy.

7.2       Binding Effect. This Agreement shall bind the Employee and the Bank and their beneficiaries, survivors, executors, administrators, and transferees.

7.3       Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner without the consent of the Administrator.

7.4       Applicable Law. Except to the extent preempted by federal law, the validity, interpretation, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws of such state.

7.5       Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Employee concerning the subject matter hereof. No rights are granted to the Employee’s beneficiary(ies) under this Agreement other than those specifically set forth herein.

7.6       Severability. If for any reason any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held invalid, and to the full extent consistent with law each such other provision shall continue in full force and effect. If any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of such provision, and to the full extent consistent with law the remainder of such provision shall, together with all other provisions of this Agreement, continue in full force and effect.

7.7       Headings. The captions and section headings in this Agreement are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

7.8       Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.

    Chairman

    Compensation Committee

    Board of Directors

    Alliance Bank, N.A.

    120 Madison Street

    Syracuse, New York 13202

and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.

7.10       Successors. The Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Split Dollar Agreement in the same manner and to the same extent that the Bank would be required to perform this Split Dollar Agreement if no succession had occurred.

IN WITNESS WHEREOF, the Employee and a duly authorized Bank officer have executed this Agreement as of the day and year first written above.

Appendix A

Schedule of Employee’s Interest Under Section 2.2

of the Split Dollar Agreement with Jack H. Webb*