On December 18, 2012, Alliance Financial Corporation (the "Company") approved an amendment to the existing Change of Control Agreements entered into with James W. Getman and Steven G. Cacchio (the "First Amendment"), in order to conform the Change of Control Agreements to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance and other interpretive authority issued thereunder. In addition, the First Amendment provides for the transfer of the legal title to the automobile owned by the Company and used by officer immediately prior to the date of the officer's termination at no cost to the officer (but subject to applicable withholding taxes) as an additional severance benefit should the officer become entitled to severance benefits under the terms of the Change of Control Agreement. The remainder of the terms of the Change of Control Agreements otherwise remain unchanged.

The foregoing description of the First Amendment is a summary of its material terms and does not purport to be complete, and is qualified in its entirety by reference to the Form of First Amendment to Change of Control Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

(d) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

Exhibit
Number                                    Description

10.1         Form of First Amendment to Change of Control Agreement, dated December
             18, 2012, by and between the Company and each of James W. Getman and
             Steven G. Cacchio.