S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHEMUNG FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York	16-123703-8
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Chemung Canal Plaza

P. O. Box 1522

Elmira, New York 14902

(607) 737-3711

(Address of Principal Executive Offices)

Chemung Financial Corporation 2014 Omnibus Plan

(with Component Plans)

(Full Title of the Plan)

Copies to:

Ronald M. Bentley	Clifford S. Weber, Esq.
President and Chief Executive Officer	Hinman, Howard & Kattell, LLP
Chemung Financial Corporation	106 Corporate Park Drive-Suite 317
One Chemung Canal Plaza	White Plains, New York 10604
P. O. Box 1522	(914) 694-4102
Elmira, New York 14902
(607) 737-3711

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)(2)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee
Common stock, par value $0.01 per share		450,000	$	28.21	$	12,694,500	$	1,475.10
TOTAL		450,000	$	28.21	$	12,694,500	$	1,475.10

(1)          This Registration Statement (the “Registration Statement”) registers the issuance of 450,000 shares of common stock of Chemung Financial Corporation (the “Registrant”), par value $0.01 (the “Common Stock”), which is the aggregate number of shares of Common Stock issuable pursuant to the component plans of the Chemung Financial Corporation 2014 Omnibus Plan (the “Omnibus Plan”) as follows: 150,000 shares of Common Stock, which are issuable pursuant to the Chemung Financial Corporation Restricted Stock Plan, 100,000 shares of Common Stock, which are issuable pursuant to the Chemung Financial Corporation Incentive Compensation Plan, and 200,000 shares of Common Stock, which are issuable pursuant to the Chemung Financial Corporation Directors’ Compensation Plan (collectively, and together with the Directors’ Deferred Fee Plan, described below, the “Component Plans”) together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Component Plans as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement also registers the issuance of an indeterminate number of shares of Common Stock pursuant to the deferred fee elections of individual directors participating in the Chemung Financial Corporation/Chemung Canal Trust Company Amended and Restated Directors’ Deferred Fee Plan (the “Directors Deferred Fee Plan”), further described in Item 4 of Part II of this Registration Statement. The Omnibus Plan and each Component Plan thereunder are included in Exhibit 4 to this Registration Statement.

(2)          Pursuant to Rule 416(c) of the Securities Act, this Registration Statement shall be deemed to cover an indeterminate number of additional shares to be offered or sold pursuant to the Component Plans described herein.

(3)          Estimated solely for purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act pursuant to which 450,000 shares of Common Stock are deemed to be offered at $28.21.

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and Rule 462 thereunder.

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Part I

Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Component Plans as specified by Rule 428(b)(1) of the Securities Act.

Such documents are not being filed with the Securities and Exchange Commission (the “Commission”), but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

The Registrant will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Chemung Financial Corporation, Ms. Kathy McKillip, One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY 14902.

Part II

Item 3. Incorporation of Documents by Reference

The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:

(a)          The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 0-13888), filed with the Commission on March 14, 2014 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b)          All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and

(c)          The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed on September 30, 1985 under Section 12 of the Exchange Act, which incorporates the description of the Registrant’s Common Stock contained in the registration statement on Form S-14 filed with the Commission on February 11, 1985.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

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Item 4. Description of Securities

The Directors’ Deferred Fee Plan allows non-employee directors of each of Chemung Financial Corporation and Chemung Canal Trust Company (the “Bank”) to elect to defer receipt of fees payable to the director for service as a member of the board of directors of each Chemung Financial Corporation and the Bank, pursuant to the Chemung Financial Corporation Directors’ Compensation Plan. At the election of a director, the deferred fees are converted into units and allocated to a unit value account, which appreciates or depreciates, as would an actual share of Common Stock. A director’s unit value account is credited with declared dividends pursuant to a formula described in the Directors’ Deferred Fee Plan. The units are not registered under Section 12 of the Exchange Act. The units are paid to the director in the form of Common Stock, which is not described in this Item 4 as the Common Stock is registered pursuant to Section 12 of the Exchange Act. The Common Stock payable under the Directors’ Deferred Fee Plan is paid to the director either at a specified age or time elected by the director, at the termination of the director’s service with the Registrant and/or the Bank, or upon the occurrence of a change in control as defined in the Directors’ Deferred Fee Plan. The right to receive shares of Common Stock under the Directors’ Deferred Fee Plan will not vest in the director until actual payment thereof is made by the Registrant. The number of shares of Common Stock payable to a director with a unit value account under the Plan represents at all times the general unfunded obligation of the Bank, and each director participating in the Deferred Fee Plan will be a general creditor of the Bank with respect to the value of his or her unit value account.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

New York Business Corporation Law

As authorized by Section 722 of the New York Business Corporation Law, the Registrant may indemnify its directors and officers against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had not reasonable cause to believe his conduct was unlawful. If the legal proceeding, however, is by or in the right of the Registrant, the director or officer may not be indemnified in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which he shall have been adjudged to be liable to the Registrant unless and only to the extent that, the court in which the action was brought, or if not action was brought, any court of competent jurisdiction, determines that, in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

Certificate of Incorporation

Article 9 of the Registrant’s Certificate of Incorporation provides that the Registrant shall indemnify its directors and officers, to the fullest extent permitted by law, against all liabilities and expenses they reasonably incur in any action or proceeding to which they may become a party by virtue of being a director or officer of the Registrant or another company for which such persons served as a director or officer at the Registrant’s request.

Bylaws

Article XI of the Registrant’s Bylaws provides that the Registrant shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify each person made or threatened to be made a party to any action or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that such person, such person's testator or intestate, is or was a director or officer of the Registrant, or, while a director or officer, serves or served, at the request of the Registrant, any other Registrant, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses (including attorneys' fees, costs and charges) incurred in connection with such threatened or pending Proceeding, or any appeal thereof; provided, however, that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) he or she personally gained, in fact, a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other non-adjudicated disposition of any threatened or pending Proceeding unless the Registrant has given its prior written consent to such settlement or other disposition.

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Article XI provides further that the Registrant shall, from time to time, advance or promptly reimburse upon request, to any director or officer seeking indemnification hereunder the funds necessary for payment of expenses (including attorneys' fees, costs and charges), reasonably incurred in connection with any threatened or pending proceeding and in advance of the final disposition thereof, upon receipt of a written undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification, or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled.

The right to indemnification and payment of expenses set forth in Article XI is in addition to and exclusive of any such rights arising under any statute, rule, regulation, certificate of incorporation, bylaw, resolution of directors or shareholders, insurance policy, contract or otherwise.

As authorized in Article XI, the Registrant has a policy of liability insurance covering its directors and officers, the effect of which is to reimburse the directors and officers of the Registrant against certain damages and expenses resulting from certain claims made against them caused by their negligent act, error or omission.

The foregoing is a summary and is qualified by reference to the Registrant’s Certificate of Incorporation and Bylaws included as Exhibits hereto.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. List of Exhibits.

See Exhibit Index

Item 9. Undertakings

The undersigned registrant hereby undertakes:

1.          To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

2.          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3.          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

4.          That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

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5.          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Elmira, New York, on this 21st day of January, 2015.

Chemung Financial Company
By:	/s/ Ronald M. Bentley
	Ronald M. Bentley
	President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of Chemung Financial Corporation (the “Company”) hereby severally constitute and appoint Ronald M. Bentley and Karl F. Krebs, as our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below which said Ronald M. Bentley and Karl F. Krebs may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of Common Stock to be issued upon the award of such Common Stock under each Component Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Ronald M. Bentley and Karl F. Krebs shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/Ronald M. Bentley
Ronald M. Bentley	President and Chief Executive Officer	January 21, 2015
/s/Karl F. Krebs
Karl F. Krebs	Chief Financial Officer and Treasurer	January 21, 2015
/s/ Thomas E. Funk
Thomas E. Funk	Vice President and Controller	January 21, 2015
/s/ David J. Dalrymple
David J. Dalrymple	Chairman of the Board	January 21, 2015

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/s/Larry H. Becker
Larry H. Becker	Director	January 21, 2015
/s/Bruce W. Boyea
Bruce W. Boyea	Director	January 21, 2015
/s/Robert H. Dalrymple
Robert H. Dalrymple	Director	January 21, 2015
/s/Clover M. Drinkwater
Clover M. Drinkwater	Director	January 21, 2015
/s/William D. Eggers
William D. Eggers	Director	January 21, 2015
/s/Stephen M. Lounsberry III
Stephen M. Lounsberry III	Director	January 21, 2015
/s/John F. Potter
John F. Potter	Director	January 21, 2015
/s/Eugene M. Sneeringer Jr
Eugene M. Sneeringer Jr	Director	January 21, 2015
/s/Robert L. Storch
Robert L. Storch	Director	January 21, 2015
/s/Richard W. Swan
Richard W. Swan	Director	January 21, 2015
/s/G. Thomas Tranter Jr
G. Thomas Tranter Jr	Director	January 21, 2015
/s/Thomas R. Tyrrell
Thomas R. Tyrrell	Director	January 21, 2015

Pursuant to the requirements of the Securities Act of 1933, the administrators have duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elmira, State of New York, on January 21, 2015.

Chemung Financial Corporation 2014 Omnibus Plan
By:	/s/ Karl F. Krebs
	Karl F. Krebs
	Chief Financial Officer and Treasurer

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Exhibit Index

Exhibit Number	Description
3.1	Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984 (as incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-K for the year ended December 31, 2007 filed with the Commission on March 13, 2008).
3.2	Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988, (as incorporated by reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2007 filed with the Commission on March 13, 2008).
3.3	Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998, (as incorporated by reference to Exhibit 3.4 to Registrant’s Form 10-K for the year ended December 31, 2005 and filed with the Commission on March 15, 2006.
3.4	Amended and Restated Bylaws of Chemung Financial Corporation, as amended to December 17, 2014(incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed with the Commission on December 19, 2014).
5.1	Opinion of Hinman, Howard & Kattell, LLP
5.2	Opinion of Hinman, Howard & Kattell, LLP
10.1	Chemung Financial Corporation 2014 Omnibus Plan (with Component Plans)
10.2	Chemung Financial Corporation Restricted Stock Plan
10.3	Chemung Financial Corporation Incentive Plan
10.4	Chemung Financial Corporation Directors’ Compensation Plan
10.5	Chemung Financial Corporation Directors’ Deferred Fee Plan
23.1	Consent of Hinman, Howard & Kattell, LLP (contained in the opinion included as Exhibit 5).
23.2	Consent of Crowe Horwath, LLP
24	Power of Attorney (contained in the signature page to this Registration Statement).

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EX-5.1

 

Exhibit 5.1

January 26, 2015

Board of Directors

Chemung Financial Corporation

One Chemung Canal Plaza

P.O. Box 1522

Elmira, New York 14902

Re:  Chemung Financial Corporation 2014 Omnibus Plan (with Component Plans) Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the issuance of Chemung Financial Corporation (the “Company”) common stock, par value $.01 per share (the “Common Stock”), pursuant to each Component Plan of the Chemung Financial Corporation 2014 Omnibus Plan (the “Omnibus Plan”), as described in the Registration Statement on Form S-8 (the “Form S-8”). We have reviewed the Company’s Certificate of Incorporation and By-laws, the Form S-8, as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock.

Based on the foregoing, we are of the following opinion:

Upon the effectiveness of the Form S-8, the Common Stock, when issued in connection with the award of Common Stock pursuant to each Component Plan of the Omnibus Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and should not be used for any other purpose or relied upon by any other person without the prior written consent of this firm.  We hereby consent to the use of this opinion in the Form S-8.

Yours very truly,

/s/ Hinman, Howard & Kattell, LLP

 

EX-5.2

Exhibit 5.2

January 26, 2015

Chemung Financial Corporation

One Chemung Canal Plaza

Elmira, NY 14901

Re: Chemung Financial Corporation Directors’ Compensation Plan and the Chemung Financial Corporation Directors’ Deferred Fee Plan

Ladies and Gentlemen:

We have served as counsel to Chemung Financial Corporation, a New York corporation (the “Company”), in connection with the registration by the Company of shares of Common Stock of the Company, par value $0.01 (the “Shares”) which may be issued by the Company pursuant to the Chemung Financial Corporation Directors’ Compensation Plan, and the Chemung Financial Directors’ Deferred Fee Plan (collectively, the “Directors’ Plans)” ) and the filing of a registration statement on Form S-8 relating to the Shares (the “Registration Statement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Registration Statement.

As counsel, we have made such legal and factual examination and inquiries as we have deemed necessary or appropriate for purposes of this opinion and have made such additional assumptions as are set forth below. The Directors’ Plans provide that non-employee directors of each of the Company and the Chemung Canal Trust Company (the “Bank”) may elect to defer receipt of fees payable to the directors pursuant to the terms of the Directors’ Plans. At the election of a director, the deferred fees are converted into units and allocated to a unit value account, which appreciates or depreciates, as would an actual share of Common Stock. The Common Stock payable under the Directors’ Plans is paid to the director either at a specified age or time elected by the director, at the termination of the directors’ service with the Company and/or the Bank, or upon the occurrence of a change in control as defined in the Directors’ Plans.

By the express terms of the Directors’ Plans, the Plans potentially result in the deferral of income by directors for periods extending to the termination of their service on the boards of the Company and the Bank or beyond. Accordingly, the Directors’ Plans may be “employee pension benefit plans” described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). However, as the Directors’ Plans are unfunded and maintained primarily for the purpose of providing deferred compensation to outside directors of the boards of the Company and the Bank, the Directors’ Plans are subject to Parts 1 and 5 of Title I of ERISA, but not to any other provisions of ERISA.

The Directors’ Plans are not designed or operated with the purpose of satisfying the requirements for qualification under Section 401(a) of the Internal Revenue Code of 1986, as amended.

Parts 1 and 5 of Title I of ERISA do no impose any specific written requirements on non-qualified deferred compensation arrangements such as the Directors’ Plans as a condition to compliance with the applicable provisions of ERISA. Further, the operation of the Directors’ Plans pursuant the written provisions thereof will not cause the Directors’ Plans to fail to comply with Parts 1 and 5 of Title 5 of ERISA.

On the basis of the foregoing, we are of the opinion that the provisions of the written documents constituting the Directors’ Plans comply with the requirements of ERISA pertaining to such provisions.

This opinion letter is issued as of the date hereof and is limited the laws now in effect and in all respects is subject to and may be limited by future legislation, as well as by future case law. We assume no responsibility to keep this opinion current or to supplement it to reflect facts or circumstances which may hereafter come to our attention or any changes in law which may hereafter occur.

We hereby expressly consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the Rules and Regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Hinman, Howard & Kattell, LLP

EX-10.1

Exhibit 10.1

CHEMUNG FINANCIAL CORPORATION

2014 OMNIBUS PLAN

Chemung Financial Corporation, a New York corporation (“Chemung Financial” or the “Company”), sets forth the terms of its 2014 Omnibus Plan (the “Omnibus Plan”), as follows:

1. PURPOSE

The Omnibus Plan, effective January 1, 2014 (the “Effective Date”), aggregates in one document all current compensation plans, programs and arrangements that provide Restricted Stock, Unrestricted Stock, and cash Awards to eligible employees and to members of the Boards of Directors of the Company and its Affiliates. The Omnibus Plan incorporates herein all of the provisions of the Chemung Financial Corporation Restricted Stock Plan, as amended and restated February 20, 2013, and amended effective December 17, 2014 (the “Restricted Stock Plan”), the Chemung Financial Corporation Incentive Compensation Plan, as amended and restated effective January 1, 2012 (the “Incentive Plan”), the Chemung Financial Corporation Directors’ Compensation Plan, as amended and restated effective January 1, 2012 (the “Directors’ Compensation Plan”), and the Chemung Financial Corporation/Chemung Canal Trust Company Directors’ Deferred Fee Plan, as amended and restated effective January 1, 2005 (the “Directors’ Deferred Fee Plan” and together with the Restricted Stock Plan, the Incentive Plan, the Directors’ Compensation Plan, the “Component Plans”). The Component Plans are generally intended to enhance the Company’s and its Affiliates’ ability to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.

2. DEFINITIONS

For purposes of the Omnibus Plan, the following terms shall have the following meanings, except that if such terms have a different meaning in the applicable Component Plan, the meaning in the Component Plan shall prevail:

“Affiliate” means, with respect to the Company, Chemung Canal Trust Company, and any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including without limitation, any Subsidiary, of the Company within the meaning of Section 424(f) of the Code.

“Award” means a grant of Restricted Stock, Unrestricted Stock or cash pursuant to the applicable Component Plan.

“Bank” means Chemung Canal Trust Company.

“Board” means the Board of Directors of Chemung Financial Corporation.

“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

“Committee” means the Board, or a committee that the Board may designate from time to time to administer the Component Plans.

“Common Stock” means the common stock of the Company.

“Director” means a member of the Boards of the Company and of the Bank.

“Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

“Grant Agreement” means a written agreement, including any amendment or supplement thereto, between the Company and a participant or Grantee specifying the terms and conditions of an Award granted to such participant or Grantee.

“Grant Date” means as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award, or (iii) such other date as may be specified by the Board.

“Grantee” means a person who receives or holds an Award under a Component Plan.

“Grant Price” means the average of the closing prices of a share of Common Stock as quoted on the applicable securities quotation service, established securities market or established national or regional exchange for each of the prior thirty trading days ending on December 31^st of the calendar year in which the Performance Period occurs.

“Restricted Stock” means shares of Common Stock granted to an eligible person pursuant to the Restricted Stock Plan.

“Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

“Unrestricted Stock” means a grant of Common Stock that is free of any restrictions awarded pursuant to the provisions of the Incentive Compensation Plan.

3. ADMINISTRATION OF THE COMPONENT PLANS

3.1. Board

The Board shall have such powers and authorities related to the administration of the Component Plans, as are consistent with the Company’s certificate of incorporation and by-laws of the Company and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Component Plans, any Award, or any Award Agreement and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Component Plans that the Board deems to be necessary or appropriate to the administration of the Component Plans, any Award, or any Award Agreement. All such actions and determinations shall be the by the affirmative vote of a majority of the members of the Board present at a meeting or by unanimous consent of the Board executed in writing in accordance with the Company’s certificate of incorporation and by-laws and applicable law. The interpretation and construction by the Board of any provision of a Component Plan, any Award, or any Award Agreement, shall be final, binding and conclusive.

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3.2. Committee

The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Omnibus Plan and the Component Plans, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and by-laws of the Company and applicable law.

Except as the Board may otherwise determine, the Committee shall consist of two or more Outside Directors of the Company who: (a) qualify as “outside directors” within the meaning of Section 162(m) of the Code and who (b) meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and who (c) comply with the independence requirements of the stock exchange or securities association on which the Common Stock is listed.

In the event that a Component Plan, any Award or any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under a Component Plan to a member of the Board.

3.3. Terms of Awards

Subject to the other terms and conditions of the Component Plans, the Board, unless delegated to the Committee pursuant to Section 3.2, shall have full and final authority to:

(i)             designate Grantees;

(ii)            determine the type or types of Awards to be made to a Grantee;

(iii)           determine the number of shares of Common Stock to be subject to an Award;

(iv)           establish the terms and conditions of each Award (including, but not limited to, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, transfer, or forfeiture of an Award or the shares of Common Stock subject thereto;

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(v)            prescribe the form of each Award Agreement evidencing an Award; and

(vi)           amend, modify, or supplement the terms of any outstanding Award.

The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is an employee of the Company or an Affiliate thereof and is terminated for cause as defined in the applicable Award Agreement or the Omnibus Plan or any Component Plan, as applicable.

3.4. Deferral Arrangement

The Board may permit or require the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Common Stock equivalents. Any such deferrals shall be made in a manner that complies with Code Section 409A.

3.5. No Liability

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to a Component Plan or any Award or Award Agreement.

3.6. Share Issuance/Book-Entry

Notwithstanding any provision of any Component Plans to the contrary, the issuance of the Common Stock under said Plans may be evidenced in such a manner as the Board, in its discretion, deems appropriate, including, without limitation, book-entry registration or issuance of one or more Common Stock certificates.

4. LIMITATION ON SHARES OF STOCK SUBJECT TO AWARDS

4.1. Number of Shares Available for Awards

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, the maximum number of shares that can be awarded pursuant to the Component Plans, in the aggregate, is forty-five thousand (45,000) per calendar year.

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4.2. Adjustments in Authorized Shares

The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies.

4.3. Share Usage

Shares covered by an Award shall be counted as used as of the Grant Date. If any shares covered by an Award are forfeited or expire, or if an Award otherwise terminates without delivery of any Common Stock subject thereto or is settled in cash in lieu of shares, then the number of shares of Common Stock counted against the aggregate number of shares available under the applicable Component Plan with respect to such Award shall, to the extent of any such forfeiture, termination or expiration, again be available for making Awards under the applicable Component Plan.

5. AMENDMENT AND TERMINATION OF A COMPONENT PLAN

The Board may, at any time and from time to time, amend, suspend, or terminate a Component Plan as to any shares of Common Stock as to which Awards have not been made. An amendment shall be contingent on the approval of the Company’s shareholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange or securities association listing requirements. In addition, an amendment will be contingent on approval of the Company’s shareholders if the amendment would: (i) materially increase the benefits accruing to participants under the a Component Plan; (ii) materially increase the aggregate number of shares of Common Stock that may be issued under any Component Plan; or (iii) materially modify the requirements as to the eligibility for participation in any Component Plan. No Awards shall be made after termination of a Component Plan.

6. REQUIREMENTS OF LAW

6.1. General

The Company shall not be required to issue any shares of Common Stock under any Award if the issuance of such shares would constitute a violation by the Grantee, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Common Stock may be issued to the Grantee unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act.

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6.2. Rule 16b-3

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to an applicable Component Plan will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Omnibus Plan and the Component Plans or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Omnibus Plan and the Component Plans. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Omnibus Plan and the Component Plans in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

7. EFFECT OF CHANGES IN CAPITALIZATION

7.1. Changes in Common Stock

In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Internal Revenue Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in then number and class of shares of Common Stock which may be delivered under a Component Plan as may be determined to be appropriate and equitable by the Company Board, in its sole discretion, to prevent dilution or enlargement of rights. Adjustments under this Section 7.1 shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.

7.2. No Limitations on Company

The making of Awards pursuant to any Component Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

8. GENERAL PROVISIONS

8.1. Disclaimer of Rights

No provision in the Omnibus Plan or in any Component Plan, or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Omnibus Plan or the Component Plans to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under a Component Plan, shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to be a director, officer, consultant or employee of the Company. The obligation of the Company to pay any benefits pursuant to a Component Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. Neither the Omnibus Plan nor any Component Plan shall in any way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of said Plans.

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8.2. Nonexclusivity of the Plan

The adoption of the Omnibus Plan by the Board shall not be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of stock options.

8.3. Captions

The use of captions in this Omnibus Plan is for the convenience of reference only and shall not affect the meaning of any provision of the Omnibus Plan.

8.4. Other Provisions

Each Award granted under any Component Plan may contain such other terms and conditions not inconsistent with the Omnibus Plan as may be determined by the Board, in its sole discretion.

8.5. Severability

If any provision of the Omnibus Plan shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

8.6. Governing Law

The validity and construction of this Omnibus Plan and the Component Plans, and the instruments evidencing the Awards under each said Plan shall be governed by the laws of the State of New York, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Omnibus Plan and the Component Plans, and the instruments evidencing the Awards granted under each said Plan to the substantive laws of any other jurisdiction.

To record adoption of the Omnibus Plan as of January 1, 2014, the Company has caused its authorized officer to execute this document.

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CHEMUNG FINANCIAL CORPORATION

By:

Title:

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EX-10.2

Exhibit 10.2

CHEMUNG FINANCIAL CORPORATION

RESTRICTED STOCK PLAN

Effective June 16, 2010

Amended and Restated on February 20, 2013; and Amended on December 17, 2014

ARTICLE I
PURPOSE

1.1           Purpose. The purposes of the Chemung Financial Corporation Restricted Stock Plan (“Plan”) established by the Chemung Financial Corporation and its successors and assigns (“Company”) are (a) to align the interests of the Company’s executives and senior managers with the interests of the Company and its stockholders, (b) to insure the Company’s compensation practices are competitive and comparable with those of its peers, and (c) to promote the retention of selected management-level employees. Pursuant to the Plan, the Company may make discretionary grants (each an “Award”) of restricted shares of the Company’s common stock (“Common Stock”) to or for the benefit of employees selected to participate in the Plan, subject to the terms and conditions set forth in this Plan and in grant agreements evidencing the awards made hereunder.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

2.1           Eligible Employees. Each officer of the Company, other than the Company’s chief executive officer, (each an “Eligible Employee”) is eligible to participate in the Plan.

2.2           Participation. Each Plan Year, the Committee may, but shall not be required to, select certain Eligible Employees to receive Awards under the Plan during such Plan Year. Each Eligible Employee so selected shall be referred to herein as a “Participant” in the Plan for the Plan Year(s) in which he or she is designated to receive an Award hereunder. The Committee’s selection or non-selection of Participants for any Plan Year shall be entirely within the Committee’s discretion.

ARTICLE III
SHARES SUBJECT TO AWARD

3.1           Number of Shares. The number of shares of the Company’s Common Stock which may be made the subject of Awards hereunder shall not exceed 15,000 shares per year.

3.2           Adjustments to Number of Shares. Shares of Common Stock withheld to pay withholding taxes with respect to any Award shall reduce the number of shares available hereunder to the same extent as if the shares so withheld had been delivered to the recipient. In the event that there shall occur any recapitalization, reclassification, stock dividend, stock split, reverse stock split, merger, reorganizations, consolidation, repurchase, share exchange, liquidation, dissolution, or other similar corporate transaction or event that affects the Company’s Common Stock, the Committee may, in any manner and to the extent as it may deem equitable, adjust the number or kind of shares available for Awards under the Plan and the number and kind of shares subject to outstanding Awards.

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3.3           Character of Shares Subject to Awards. Shares issued via Awards under the Plan may be either authorized but unissued shares of Common Stock or treasury stock.

ARTICLE IV
GRANT AGREEMENTS

4.1           Grant Agreements. Each Award shall be evidenced by a Grant Agreement which sets forth the number of shares of Restricted Stock which are the subject of such Award and the terms and conditions on which the Award is made. The terms and conditions of any Award set forth in any Grant Agreement shall be as the Committee determines appropriate; provided, however, that the terms and conditions of the Plan shall govern in the event of any inconsistency between the Plan and any Grant Agreement.

ARTICLE V
ADMINISTRATION

5.1           Plan Administrator. The Plan shall be administered by the Compensation & Personnel Committee of the Board (“Committee”) or any successor thereto. The full Board may, in its discretion, perform any function of the Committee hereunder, in which case, the term “Committee” shall refer to the Board.

5.2           Authority of Committee. The Committee shall make a recommendation to the Board with respect to all actions and determinations required or contemplated under the Plan including, without limitation:

(a)           to interpret and construe the Plan and to determine all questions that may arise under the Plan as to eligibility for participation in the Plan;

(b)           to amend or modify the terms of this Plan, of any Grant Agreement, and/or of any Award hereunder;

(c)           to adopt rules and regulations and to prescribe forms for the operation and administration of the Plan; and

(d)           to take any other action not inconsistent with the provisions of the Plan that it may deem necessary or appropriate.

All decisions, determinations and other actions of the Board made or taken in accordance with the terms of the Plan shall be final and conclusive and binding upon all parties having an interest therein.

5.3           Delegations of Authority. The Committee may delegate to any employee or officer of the Company or to any third party any power or authority of the Committee over the administration of the Plan, other than the power and authority to select Participants or to make Awards, to such extent and on such terms as the Committee may determine appropriate.

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5.4           Limitation on Liability. No member of the Committee or person to whom the Committee has delegated any of its power or authority under this Plan shall be liable for any action taken in good faith with respect to the Plan or for any Award made hereunder.

5.5           Designation of Beneficiaries. Each Participant shall have the right, at any time, to designate any person or persons as his beneficiary or beneficiaries to whom all amounts otherwise due hereunder shall be paid in the event of his or her death. Any such designation shall become effective upon filing a written designation with the Committee. The Committee may require that designations be made on a form acceptable to the Committee.

ARTICLE VI
RESTRICTIONS, FORFEITURES, & VESTING

6.1           Shareholder Rights. Except as otherwise provided in this Article and as may otherwise be provided in a relevant Grant Agreement, each holder of one or more shares of Restricted Stock shall have, with respect to such shares, all of the rights of a shareholder of the Common Stock, including, without limitation, the right to vote said Restricted Stock.           

6.2           Limits on Transferability. Prior to vesting, the holder of a share of Restricted Stock shall not be permitted to sell, transfer, pledge, assign, encumber, or otherwise dispose of said share, except to the extent expressly permitted (if at all) by the Grant Agreement evidencing the Award of which the share was a part.

6.3           Stock Certificates. A Participant shall not be entitled to receive a stock certificate representing one or more shares of Restricted Stock until all restrictions on such Restricted Stock have lapsed. The Company shall have the right to require the placement of a restrictive legend on certificates representing any such share referencing the restrictions to which such Restricted Stock is subject.

6.4           Termination of Employment.

(a)           In the event a Participant’s employment with the Company is terminated with cause, or the Participant resigns voluntarily or retires from the Company before attainment of Normal Retirement Age, other than on account of the Participant’s death, Disability, or a Change in Control, the Participant’s unvested shares of Restricted Stock shall be immediately forfeited, without compensation to the Participant.

(b)           Upon a Participant’s termination of employment with the Company on or after the Participant’s attainment of Normal Retirement Age or on account of the Participant’s death, Disability, or a Change in Control, the Participant’s shares of Restricted Stock shall immediately vest and all restrictions thereon shall lapse.

(c)           The Committee shall determine the extent to which any Participant’s leave of absence for military or other government service, illness, temporary disability, or other reason shall be treated as a termination of employment described in subsections (a) or (b) above and the effect on the Participant’s Restricted Stock.

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6.5           Vesting. Except as otherwise set forth in the Plan, shares of Restricted Stock shall vest and the restrictions thereon shall lapse in accordance with the following schedule: On each anniversary of the date of the Award pursuant to which a share of Restricted Stock is granted to a Participant, commencing with the first anniversary of such date, 20% of the shares granted as part of the Award shall vest until the fifth anniversary of such date, at which time all shares granted as part of the Award shall be fully vested.

ARTICLE VII
TAXES

7.1           Authority to Withhold Taxes. Notwithstanding Section 7.2, the Company shall, to the extent permitted by applicable law, have the right to deduct from the amount of any Award or payment due to a Participant or other person hereunder, any taxes of any kind required by law to be withheld with respect to any such Award or payment. Effective December 17, 2014, the Company may, in its sole discretion, approve the adoption of a Rule 10b5-1 trading plan by the Participant solely for the purpose of allowing the Participant to sell a number of shares awarded upon the vesting of Restricted Stock sufficient to pay withholding taxes that come due as a result of the vesting of such Restricted Stock.

7.2           Section 83(b) Election. If a Participant elects, pursuant to Section 83(b) of the Code, to include in his or her gross income for federal income tax purposes, an amount equal to the fair market value of the shares of Restricted Stock subject to an Award, the Participant shall make arrangements satisfactory to the Company to pay to the Company any federal, state, or local taxes required to be withheld with respect to such Award. If such an election is not made, then at the time a Participant’s Restricted Stock vests, the Participant shall, upon notification of the amount due thereon, pay to the Company all amounts necessary to satisfy applicable federal, state, and local withholding tax requirements or shall otherwise make arrangements satisfactory to the Company to satisfy such requirements.

ARTICLE VIII
AMENDMENT AND TERMINATION

8.1           Amendment. The Board may amend this plan in whole or in part at any time and in any manner as it may deem advisable. Amendments shall be made only by written instrument duly executed by the Board or a duly authorized representative of the Board.

8.2           Termination. The Board may suspend or terminate the Plan in whole or in part at any time by delivery of written notice of termination or suspension to the Committee. Shares of Restricted Stock granted under the Plan which are not vested and outstanding on the date of suspension or termination of the Plan shall remain outstanding and subject to the terms and conditions set forth herein shall continue to vest, unless otherwise specified by the Committee or the Board.

ARTICLE IX
GENERAL PROVISIONS

9.1           No Implied Rights. None of the establishment of the Plan, its operation, any provisions of the Plan or of any Grant Agreement, or any action of the Board or the Committee with respect to the Plan shall be held or construed to confer upon any Participant, Eligible Employee, or any other person any right to a continuation of his or her employment with the Company or to receive his or her current (or any other) rate of compensation therefor.

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9.2           Unfunded Plan. The benefits provided under this Plan shall be general, unsecured obligations of the Company, payable solely from the general assets of the Company, and no Participant nor any Participant’s permitted transferee shall have any interest in any assets of the Company by virtue of this Plan, except as a general unsecured creditor of the Company.

9.3           Construction. Article and Section headings herein are provided for reference only and shall not affect the interpretation or construction of any provision of this Plan. Reference to any statute, regulation, rule or other legal authority shall be construed as including reference to any amendment to or successor of such statute, regulation, rule, or authority.

9.4           Representations and Warranties by Participants. The Company may condition any Award on its receipt from the Participant designated to receive such Award any and all such representations and warranties and opinions of counsel as the Committee may deem necessary or appropriate to ensure that the Award and/or the issuance of Common Stock pursuant to the Award complies with the requirements of all applicable federal and state securities laws, including but not limited to the requirements of exemptions from registration under such laws.

9.5           No Obligation to Register Shares. Nothing in this Plan or in any Grant Agreement shall obligate the Company to undertake any registration of shares of Common Stock which are the subject of Awards hereunder.

9.6           Compliance with Legal and Other Requirements.

(a)           No Award shall be granted, no Common Stock or Restricted Stock shall be issued, and no certificates for shares of Common Stock or Restricted Stock shall be delivered under this Plan or under any Grant Agreement except in conformance with the requirements of all applicable Laws. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate issued to evidence shares of Restricted Stock or Common Stock awarded hereunder may bear such legends and statements as the Committee may deem advisable to assure compliance with applicable Laws. No Award shall be granted, no Common Stock or Restricted Stock shall be issued, and no certificate representing Common Stock or Restricted Stock shall be delivered under this Plan unless and until the Company has obtained all consents or approvals as the Committee may deem necessary or advisable from any regulatory authority having jurisdiction over such matters.

(b)           It is intended that this Plan shall not constitute a “nonqualified deferred compensation plan” and that no Award hereunder shall provide for a “deferral of compensation” as those terms are defined by Section 409A of the Code. The Committee shall have the authority to take any and all actions, with or without advance notice to any Participant or any other party, including, without limitation, amendment of the Plan and/or of the terms of any Grant Agreement on a prospective or retroactive basis as may be necessary to cause any of the foregoing to comply with the applicable requirements of Section 409A of the Internal Revenue Code or to no longer be subject to the such requirements.

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(c)           With respect to Participants subject to the requirements of Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 thereunder. To the extent any provision of this Plan or action by the Committee would fail to be in compliance with such conditions, they may be deemed null and void by the Committee.

9.7           Amendment and Termination. This Plan may be amended or terminated at any time by written instrument; provided, however, that any amendment (except for remedial amendments required to satisfy the requirements of applicable securities or tax laws) of the Plan that would have a material adverse effect on the rights of a Participant under any outstanding Award shall not be valid with respect to such Award without the Participant’s consent.

9.8           Governing Law. This plan shall be governed by the laws of the State of New York, to the extent not preempted by application of federal law.

ARTICLE X
DEFINITIONS

Capitalized terms in the Plan shall have the meanings ascribed to them below, unless the relevant context clearly requires otherwise.

10.1           Award means an award of Restricted Stock under the Plan.

10.2           Board means the board of directors of the Company.

10.3           Change in Control means (a) a majority of the members of the Board of Directors are replaced, by election or otherwise, within a twelve-month period; (b) any person becomes the beneficial owner of more than fifty percent (50%) of the voting power of any class of voting stock of the Company without the prior approval of the Board; (c) a merger or consolidation of the Company or of any subsidiary of the Company, other than a merger or consolidation with respect the requirements of (A) and (B) are satisfied: (A) the voting securities of the company outstanding immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than fifty percent (50%) of the combined voting power of the securities of the surviving entity or the parent of the surviving entity outstanding immediately after the consummation of the merger or consolidation, and (B) individuals who constitute the Board immediately prior to the execution of the definitive agreement pertaining to such merger or consolidation continue immediately following such merger or consolidation to represent a majority of the membership of the board of directors of the surviving entity or the parent of such entity; or (d) the Company enters into a binding agreement whereby it shall be required to dispose of all or substantially all of its assets, unless such agreement and disposition is approved by a majority of the Board.

10.4           Code means the Internal Revenue Code of 1986.

10.5           Committee has the meaning given such term by Article V of this Plan.

10.6           Common Stock means the common stock of the Company.

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10.7           Company means the Chemung Financial Corporation, a New York business corporation having its principal offices located at One Chemung Canal Plaza, Elmira, New York 14901.

10.8           Disability means disability as defined by the Bank’s disability policies. The Committee shall have the right, in its exclusive discretion, to determine whether a Participant has terminated employment with the Company on account of any Disability.

10.9           Eligible Employee has the meaning given such term by Article II of this Plan.

10.10           Grant Agreement means a written agreement, including any amendment or supplement thereto, between the Company and a Participant specifying the terms and conditions of an Award granted to such Participant.

10.11           Grant Price means the average of the closing prices of a share of common stock as quoted on the applicable securities quotation service, established securities market or established national or regional exchange for each of the prior thirty trading days ending on grant date.

10.12           Law means any Federal, state, or local law, rule, or regulation or any guidance or other binding authority, the final order of any court or other authority of competent jurisdiction, or any applicable rule of any securities exchange on which the Company’s securities shall be listed or traded.

10.13           Normal Retirement Age means age sixty-five (65).

10.14           Participant means a person who is awarded Restricted Stock under the Plan.

10.15           Plan means the Chemung Financial Corporation Restricted Stock Plan embodied by this document, as it may be amended or supplemented from time to time.

10.16           Plan Year means the fiscal year of the Company.

10.17           Restricted Stock means the shares of Common Stock granted under this Plan that are no longer subject to restrictions under the Plan or the Grant Agreement.

IN WITNESS WHEREOF, the Company has caused this Plan to be amended on this 17th day of December, 2014, to be effective as of the date first set forth above, except as otherwise expressly provided hereinabove.

CHEMUNG FINANCIAL CORPORATION

/s/Ronald M. Bentley

Ronald M. Bentley

President & Chief Executive Officer

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EX-10.3

Exhibit 10.3

CHEMUNG FINANCIAL CORPORATION
INCENTIVE COMPENSATION PLAN

(As Amended and Restated January 1, 2012)

Chemung Financial Corporation, a New York corporation (“Chemung Financial” or the “Company”), sets forth the terms of its Incentive Compensation Plan (the “Plan”), as follows:

1. PURPOSE

The purpose of the Plan is to enhance the Company’s and its Affiliates’ ability to attract and retain highly qualified officers and key employees, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of Unrestricted Stock (as defined below) and cash awards to select officers and key employees. These awards are designed to be performance-based incentives to reward attainment of annual and long-term performance goals.

2. DEFINITIONS

For purposes of the Plan and related documents, the following terms shall have the following meanings:

“Affiliate” means, with respect to the Company, Chemung Canal Trust Company, and any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including without limitation, any subsidiary of the Company within the meaning of Section 424(f) of the Code.

“Board” means the Board of Directors of Chemung Financial Corporation.

“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

“Committee” means a committee of, and designated from time to time by resolution of the Board, which shall be constituted as provided in Section 3.2.

“Common Stock” means the common stock of the Company.

“Director” means a member of the Boards of Directors of Chemung Financial Corporation and of Chemung Canal Trust Company.

“Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

“Grant Price” means the average of the closing prices of a share of Common Stock as quoted on the applicable securities quotation service, established securities market or established national or regional exchange for each of the prior thirty trading days ending on December 31^st of the calendar year in which the Performance Period occurs.

“Grantee” means a person who receives or holds an Incentive Award under the Plan.

“Incentive Award” means a grant of Unrestricted Stock or cash payable as a reward for attainment of annual or long-term performance goals pursuant to the provisions of the Plan.

“Outside Director” means a member of the Boards of Directors of the Company and the Bank who is not an officer or employee of the Company.

“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout with respect to an Incentive Award.

“Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

“Unrestricted Stock” means a grant of Common Stock that is free of any restrictions awarded pursuant to the provisions of this Plan.

3. INCENTIVE AWARD ELIGIBILITY AND LIMITATIONS

3.1. Eligibility to Participate

Subject to this Section 3, Incentive Awards may be made to such eligible officers or key employees of the Company or of any Affiliate (“Participant(s)”) as the Board or the Committee shall determine from time to time.

3.2. Unrestricted Stock

The Board or Committee may grant Unrestricted Stock to Participants of the Plan as it shall determine in its sole discretion. A grant of Unrestricted Stock shall be evidenced by a written document which sets forth the number of shares of Unrestricted Stock which have been granted as part of the Incentive Award. Each share of Unrestricted Stock shall have a value equal to the Grant Price. Pursuant to Section 4.3, the Board or Committee shall set performance goals for each Participant which, depending on the extent to which they are met, will determine the number of shares of Unrestricted Stock that will be granted to the Participant.

3.3. Limitation on Shares of Stock Subject to Awards and Cash Awards

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act:

(i)           the maximum number of shares that can be awarded as Unrestricted Stock under the Plan to any Participant as an Incentive Award is ten thousand (10,000) per calendar year; and

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(ii)           the maximum amount that may be earned in cash as an Incentive Award in any calendar year by any person eligible for an Incentive Award shall be $300,000.

4. TERMS AND CONDITIONS OF INCENTIVE AWARDS

4.1. Form and Timing of Payment of Incentive Awards

The Board or the Committee, in its sole discretion, may pay Incentive Awards in the form of cash or in Unrestricted Stock (or in a combination thereof) equal to the value of the Incentive Award as soon as practicable after the end of the applicable calendar year.

4.2. Performance Conditions

The right of an eligible officer or key employee to receive a grant or settlement of any Incentive Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Board or the Committee. The Board or the Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions.

4.3. Performance Goals Generally

The performance goals for Incentive Awards shall generally consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Board or the Committee. Performance goals shall be objective and shall include the requirement that the level or levels of performance targeted by the Board or the Committee result in the achievement of the specified performance goals. The Board or the Committee may determine that Incentive Awards shall be granted upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant.

4.4. Timing For Establishing Performance Goals

Performance goals shall be established not later than 90 days after the beginning of any performance period applicable to such Incentive Awards, or at such other date as may be determined by the Board or the Committee.

4.5. Adjustment of Incentive Awards

The Board or Committee shall retain the discretion to adjust Incentive Awards upward or downward, either on a formula or discretionary basis, or any combination as the Board or Committee determines.

5. ADMINISTRATION OF THE PLAN

5.1. Board

The Board shall have such powers and authorities related to the administration of the Plan, as are consistent with the Company’s certificate of incorporation and by-laws of the Company and applicable law. The Board shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan and shall have full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. The interpretation and construction by the Board of any provision of the Plan, shall be final, binding and conclusive.

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5.2. Committee

The Board from time to time may delegate to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1 above and other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and by-laws of the Company and applicable law.

(i)           Except as provided in subsection (ii) below and except as the Board may otherwise determine, the Committee, if any, appointed by the Board to administer the Plan shall consist of two or more Outside Directors of the Company who: (a) qualify as “outside directors” within the meaning of Section 162(m) of the Code and who (b) meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and who (c) comply with the independence requirements of the stock exchange or securities association on which the Common Stock is listed.

(ii)           The Board may also appoint one or more separate committees of the Board, each composed of one or more Directors of the Company who need not be Outside Directors, who may administer the Plan with respect to employees who are not executive officers or Directors of the Company, who may grant Awards under the Plan to such employees, and may determine all terms of such Awards.

In the event that the Plan provides for any action to be taken by or determination to be made by the Board, such action may be taken or such determination may be made by the Committee if the power and authority to do so has been delegated to the Committee by the Board as provided for in this Section. Unless otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive. To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board.

5.3. No Liability

No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan.

5.4. Share Issuance/Book-Entry

Notwithstanding any provision of this Plan to the contrary, the issuance of Common Stock under the Plan may be evidenced in such a manner as the Board, in its discretion, deems appropriate, including, without limitation, book-entry registration or issuance of one or more Common Stock certificates.

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5.5. Amendment and Termination of the Plan

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any shares of Common Stock as to which Incentive Awards have not been made. An amendment shall be contingent on the approval of the Company’s shareholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange or securities association listing requirements. In addition, an amendment will be contingent on approval of the Company’s shareholders if the amendment would: (i) materially increase the benefits accruing to participants under the Plan; (ii) materially increase the aggregate number of shares of Common Stock that may be issued under the Plan; or (iii) materially modify the requirements as to the eligibility for participation in the Plan. No Incentive Award shall be made after termination of the Plan. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Incentive Award theretofore awarded under the Plan.

6. REQUIREMENTS OF LAW

6.1. General

The Company shall not be required to issue any shares of Common Stock under any Incentive Award if the issuance of such shares would constitute a violation by the Grantee, or the Company of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Incentive Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares hereunder, no shares of Common Stock may be issued to the Grantee unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act.

6.2. Rule 16b-3

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Common Stock distributed pursuant to the Plan will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

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7. EFFECT OF CHANGES IN CAPITALIZATION

7.1. Changes in Common Stock

In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Internal Revenue Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of shares of Common Stock which may be delivered under the Plan as may be determined to be appropriate and equitable by the Company Board, in its sole discretion, to prevent dilution or enlargement of rights. Adjustments under this Section 7.1 shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.

7.2. No Limitations on Company

The making of Incentive Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

8. GENERAL PROVISIONS

8.1. Disclaimer of Rights

No provision in the Plan shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein.

8.2. Nonexclusivity of the Plan

Neither the adoption of the Plan, nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of stock options.

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8.3. Captions

The use of captions in the Plan is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or Award Agreement.

8.4. Severability

If any provision of the Plan shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

8.5. Governing Law

The validity and construction of this Plan, and the instruments evidencing the Incentive Awards under the Plan shall be governed by the laws of the State of New York, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan, and the instruments evidencing the Incentive Awards granted under the Plan to the substantive laws of any other jurisdiction.

To record adoption of the Plan by the Board as of January 1, 2012, and approval of the Plan by the shareholders on __________, 2012, the Company has caused its authorized officer to execute this document.

CHEMUNG FINANCIAL CORPORATION

By:

Title:

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EX-10.4

Exhibit 10.4

CHEMUNG FINANCIAL CORPORATION

DIRECTORS’ COMPENSATION PLAN

(As Amended and Restated effective January 1, 2012)

1. PURPOSE:

The purpose of the Directors’ Compensation Plan (the “Plan”) is to enable the Chemung Financial Corporation (the “Company”) to attract and retain persons of exceptional ability to serve as directors of the Company and of Chemung Canal Trust Company (the “Bank”) and to further align the interests of directors and stockholders in enhancing the value of the common stock of the Company. The Plan was originally established to provide for the cash payment of an annual retainer and fees to non-employee directors serving on the Board of Directors of the Company and the Bank. The Plan was amended December 21, 2005 to provide (i) payment of additional compensation to each non-employee director in shares of the Company’s common stock in an amount equal to the total cash compensation earned by each non-employee director during the year for service on the Board of Directors of each of the Company and the Bank, and for each year of service thereafter, to be distributed from treasury shares on or about January 15 following the calendar year of service; and (ii) payment to the President and CEO of the Company and the Bank for his service on the Boards of Directors of the Company and the Bank in an amount equal in value to the average compensation awarded to non-employee directors who have served twelve (12) months of the previous year. The Plan is hereby further amended and restated, effective January 1, 2012, to add provisions regarding the grant price of the stock awards.

2. DEFINITIONS:

For purposes of the Plan, the following terms shall have the following meanings:

“Annual Retainer” shall mean the annual retainer payable to a director serving on the Board of Directors of the Bank and the Company under the Company’s compensation policies for directors in effect from time to time.

“The Company Board” shall mean the Board of Directors of Chemung Financial Corporation.

“Common Stock” means the common stock of the Company.

“Fees” shall mean the amount, as determined under the Company’s compensation policies for directors in effect from time to time, payable to a director, in cash and/or in shares of the Common Stock, for attendance at meetings of the full Board of Directors of the Company and the Bank, and for each committee meeting attended. One fee is paid for attendance at meetings that serve both the Company and the Bank.

“Grant Price” means the average of the closing prices of a share of Common Stock as quoted on the applicable securities quotation service, established securities market or established national or regional exchange for each of the prior thirty trading (30) days ending on December 31^st of the Year of Service.

“Payment Date” of the Annual Retainer and Fees means the date on or about January 15 following the Year of Service.

“Year of Service” means the calendar year.

3. ADMINISTRATION:

The Company Board shall be responsible for administering the Plan. The Company Board shall have all of the powers necessary to enable it to properly carry out its duties under the Plan. Not in limitation of the foregoing, the Company Board shall have the power to construe and interpret the Plan and to determine all questions that shall arise thereunder. The Company Board shall have such other and further specified duties, powers, authority and discretion as are elsewhere in the Plan either expressly or by necessary implication conferred upon it. The Company Board may appoint such agents as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Company may deem expedient or appropriate that are not inconsistent with the intent of the Plan. The decision of the Company Board upon all matters within its scope of authority shall be final and conclusive on all persons, except to the extent otherwise provided by law.

4. SHARES AVAILABLE:

The maximum number of shares of Common Stock that may be delivered under the Plan shall not exceed twenty thousand (20,000) per calendar year. Shares delivered under the Plan may be original issue shares, treasury shares, authorized but unissued shares or shares purchased in the open market, all as determined by the Company Board from time to time.

5. SHARES FOR ANNUAL RETAINER AND FEES:

The total number of shares of Common Stock to be issued with respect to the Annual Retainer and Fees payable to directors serving on the Boards of the Company and the Bank shall be determined by dividing the total amount of such Annual Retainer and Fees by the Grant Price of the Common Stock. Any fractional shares shall be rounded up to the next whole share. Certificates for the shares of Common Stock payable under this Section shall be delivered as soon as practicable after the Payment Date.

6. ADJUSTMENTS IN AUTHORIZED SHARES:

In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Internal Revenue Code Section 368) or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of shares of Common Stock which may be delivered under the Plan as may be determined to be appropriate and equitable by the Company Board, in its sole discretion, to prevent dilution or enlargement of rights.

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7. RESALE OF SHARES:

The Company may impose such restrictions on the sale or other disposition of shares issued under this Plan as the Company Board deems necessary to comply with applicable securities laws. Certificates for shares issued under this Plan may bear such legends as the Company deems necessary to give notice of such restrictions.

8. COMPLIANCE WITH LAW AND OTHER CONDITIONS:

No shares shall be issued under this Plan prior to compliance by the Company, to the satisfaction of its counsel, with any applicable laws. The Company shall not be obligated to (but may in its discretion) take any action under applicable federal or state securities laws (including registration or qualification of the Plan or the Common Stock) necessary for compliance therewith in order to permit the issuance of shares hereunder, except for actions (other than registration or qualification) that may be taken by the Company without unreasonable effort or expense and without the incurrence of any material exposure to liability.

9. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN:

The Company Board shall have the right and power at any time and from time to time to amend the Plan in whole or in part and at any time to terminate the Plan; provided, however, that an amendment to the Plan may be conditioned on the approval of the stockholders of the Company if and to the extent the Company Board determines that stockholder approval is necessary and appropriate. No amendment, modification or termination of the Plan shall adversely affect in any material way the payment of any Annual Retainer and Fees earned for services provided by a director(s) to the Boards of the Company and the Bank.

10. MISCELLANEOUS:

The Plan shall be construed, administered, regulated and governed in all respects under and by the laws of the United States to the extent applicable, and to the extent such laws are not applicable, by the laws of the state of New York. The Plan shall be binding on the Company and any successor in interest of the Company.

IN WITNESS WHEREOF, Chemung Financial Corporation has caused this Plan to be executed by its duly authorized officer as of the day and year first above written.

CHEMUNG FINANCIAL CORPORATION

President and Chief Executive Officer

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EX-10.5

Exhibit 10.5

CHEMUNG FINANCIAL CORPORATION

CHEMUNG CANAL TRUST COMPANY

Amended and Restated

Directors’ Deferred Fee Plan

This amended and restated Deferred Directors Fee Plan (the "Plan") adopted by the Board of Directors of Chemung Financial Corporation and Chemung Canal Trust Company, hereinafter together referred to as the “Corporation,” this 21st day of December, 2005.

WHEREAS on December 15, 2004 the Board adopted an amendment to its Plan which incorporated by reference the changes to deferred compensation enacted by the American Jobs Creation Act of 2004 (P.L. 108-357) which added § 409A to the Internal Revenue Code (the "Code"); and

WHEREAS the Board has elected to amend the Plan to comply with § 409A of the Code with respect to amounts deferred or vested after December 31, 2004 and does not intend this amendment and restatement to constitute a material amendment to the Plan as such term is used in Code § 409A(d)(2)(B) but rather that it will not affect the treatment of fees deferred and vested under the Plan prior to January 1, 2005;

NOW, THEREFORE, effective January 1, 2005, the Plan is being amended and restated in its entirety as follows:

Any Director may elect from time to time that payment of all or any part of the annual retainer thereafter payable to him or her and that payment of all or any part of the fees thereafter earned by him or her for attendance at subsequent meetings of the full Board of Directors and at subsequent meetings of committees of the Board of Directors (such annual retainer and fees for attendance being hereinafter collectively referred to as “fees”) be deferred on the following terms:

1) ELECTION – All elections must be in writing in a Participation Agreement signed by the Director, which Participation Agreement shall designate the time and manner of payment of all fees deferred pursuant thereto. Any election to defer compensation shall be effective only with respect to compensation for services performed on or after January 1 of the year following the year in which the election is made. An election to defer compensation shall become irrevocable with respect to compensation for services performed within a given year on December 31 of the year preceding the year in which the services are to be performed.

An election as to the time and manner of payment of deferred fees may be amended to further defer the commencement of payment or to extend the period of payment, provided such amendment is made at least twelve (12) months before the first payment of deferred fees would have been made under the Director’s existing election. Such an amended election shall not be effective for twelve (12) months and no payment under such an amended election shall be made earlier than five (5) years after the date that the first payment would have otherwise been made under the Director’s existing election, except as expressly allowed under Code § 409A of the Code and the regulations and other guidance issued thereunder.

2) PERIOD OF ELECTIONS – Each election shall continue in effect as to all fees thereafter earned as above provided by the electing Director until revoked by written instrument signed by such Director. Any such revocation shall be effective only with respect to compensation for services to be performed on or after January 1 of the year following the year in which the revocation occurs, and shall not be effective with regard to any compensation with respect to which an election has become irrevocable under the terms of this Plan.

3) SUCCESSIVE ELECTIONS – A Director who revokes an election may make a new election at any time thereafter as to fees to be earned on or after January 1 of the year following the year in which such new election is made, but the prior revoked election shall govern the time and manner of payment of all fees deferred pursuant thereto, except as otherwise specifically allowed hereunder.

4) ACCOUNTING FOR DEFERRED FEES – Deferred fees shall be a general unfunded liability of Chemung Canal Trust Company (“the Bank”). No separate fund shall be set aside or earmarked for their payment. Neither shall any Director have a right nor shall security interest in any asset of the Bank and no trust or security interest be implied as a result thereof. A Director may designate, in increments of 10%, the compensation to be deferred, or compensation already deferred, to be allocated to a Memorandum Money Market or a Memorandum Unit Value Account, or a combination of such accounts, provided, however, that effective October 1, 1997, amounts allocated to the Memorandum Unit Value Account as of October 1, 1997 or thereafter and earnings thereon may not thereafter be transferred to the Memorandum Money Market Account. Any change in such designation between the accounts may be made no later than the last day of each March, June, September and December during the deferral period to be effective on the date next following such notification that compensation would have been paid in accordance with the Bank’s normal practice but for the election to defer.

a) Memorandum Money Market Account – A memorandum account shall be kept of the deferred fees by each Director with the balance in said memorandum account to be credited with interest compounded quarterly on the average balance during each such calendar quarter at a rate during each calendar quarter equal to the Applicable Federal Rate for short-term debt instruments as computed and published by the Internal Revenue Service for the month immediately preceding the calendar quarter for which the interest computation is being made.

b) Memorandum Unit Value – The amount, if any, in or allocated to the Director’s deferred compensation Unit Value Account on the dates compensation would have been paid in accordance with normal practice but for the election to defer, shall be expressed in units on a quarterly basis, the number of which shall be calculated as of the last trading day of each quarter and shall be equal to the sum of the quarterly retainer and other fees received by the Director in such quarter divided by the closing bid price for shares of the Corporation’s Common Stock (hereinafter referred to as “Market Value”) on such date. On each date that the Corporation pays a regular cash dividend on shares of its Common Stock outstanding, the Director’s account shall be credited with a number of units equal to the amount of such dividend per share multiplied by the number of units in the Director’s account on such date divided by the Market Value on such dividend date. The value of the units in the Director’s Unit Value Account on any given date shall be determined by reference to the Market Value on such date. If a valuation date shall not be a trading day, the Market Value on such valuation date shall be deemed to be the Market Value on the trading day next preceding such date.

c) Recapitalization – The number of units in the Director’s Unit Value Account shall be proportionally adjusted for any increase or decrease in the number of issued shares of Common Stock of the Corporation resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Bank, or any distribution or spin-off of assets (other than cash to the stockholders of the Corporation).

5) TIME OF PAYMENT – At the election of an electing Director, deferred fees shall be paid to him or her, or payment thereof to him or her, shall commence either:

a) at a specified age indicated in the Director’s Participation Agreement, or

b) at a specified time permitted under the provisions of this Plan, as indicated in the Director’s Participation Agreement,

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c) at the termination of the Director’s service with Chemung Canal Trust Company; provided, however, that if a Director attains the age of 72 years prior to his or her separation from service, payment shall commence in such year and shall be made in the amounts and at the intervals specified in the Director’s Participation Agreement with respect to payment upon a separation from service, or

d) upon the occurrence of a Change in Control Event, as provided in Section 9 of this Plan.

6) MANNER OF PAYMENT – A Director may elect to receive the compensation deferred under the plan in either (a) a lump sum, or (b) a number of annual installments as specified by the Director in his or her executed Participation Agreement. All amounts distributed to a Director, his or her personal representatives or beneficiaries in the Director’s Money Market Account shall be paid in cash and, effective October 1, 1997, all amounts in the Director’s Unit Value Account shall be paid in the form of shares of the Corporation’s Common stock.

7) DEATH – At the death of an electing Director, the entire balance of his or her account shall be paid in a lump sum to his or her personal representatives or, if the Director has named a beneficiary and such beneficiary survives the Director, in a lump sum or in installments of not more than 10 years as elected in the Director’s Participation Agreement.

8) TOTAL AND PERMANENT DISABILITY – Upon satisfactory proof of a Director’s becoming disabled, the Board of Directors shall direct the payment of the entire balance of his or her account to the Director or the commencement of installment payments to him or her, in accordance with such Director's election in his or her Participation Agreement. A Director shall be deemed disabled for the purposes of this Plan if, due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of at least twelve (12) months, the Director either (1) is unable to engage in any substantial gainful activity, or (2) is receiving income replacement benefits for a period of at least 3 months under an accident or health plan covering employees of the Bank.

9) CHANGE IN CONTROL OR OWNERSHIP – Upon the occurrence of a Change in Control Event, the Board shall notify, by certified mail, each Director or former Director who has at such time a Director’s Unit Value Account within thirty (30) days of such event. Each such Director or former Director shall have thirty (30) days from the date of such notice to elect to receive all of his or her Director’s Unit Value Account in one lump sum payment. Upon such an election, the amount elected to be paid shall be sent by the Corporation to the address designated by such Director or former Director within fifteen (15) days of such election. A “Change in Control Event” shall mean a Change in Control or Change in Ownership of the Bank or a Change in Asset Ownership with respect to the Bank.

“Change in Control” shall mean: either (1) the event in which one person or multiple persons acting as a group acquire (or have acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing thirty-five percent (35%) or more of the total voting power of the stock of the Corporation; or (2) the event in which a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

“Change in Ownership” shall mean the event in which one person or multiple persons acting as a group acquire ownership of stock of the Corporation that, together with stock already held by the person or group, constitutes more than fifty percent (50%) of the fair market value or total voting power of the stock of the Corporation, provided that the person or group does not own more than fifty percent (50%) of the fair market value or total voting power of such stock prior to the acquisition.

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“Change in Asset Ownership” shall mean the event in which one person or multiple persons acting as a group acquire (or have acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or person) assets from the Corporation that have a total gross fair market value that equals or exceeds forty percent of the fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions.

10) ACCELERATION OF PAYMENTS – No Director shall be permitted to accelerate the timing or schedule of any payment made under this Plan, except in any one of the following situations:

a) Domestic Relations Orders: The Plan shall permit a participating Director to accelerate the time or schedule of a payment to an individual other than the Director as is necessary to fulfill any judgment, decree, or order made pursuant to a state domestic relations law that relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of the Director

b) Employment Taxes: The Plan shall permit a participating Director to accelerate the time or schedule of a payment to pay: (i) Federal Insurance Contributions Act (FICA) taxes imposed under Sections 3101 and 3121(v)(2) of the Code on compensation deferred under the Plan (the “FICA amount”); (ii) income tax at source on wages imposed under Section 3401 on the FICA amount; and (iii) additional income tax at source on wages attributable to pyramiding Section 3401 wages and taxes. The amount of any payment accelerated under this subsection (b) shall not exceed the aggregate of the FICA amount and the income tax withholding related to such an amount.

c) De Minimis Cash-Out: The Plan shall permit a participating Director to accelerate the time or schedule of a payment to the Director upon the Director’s termination of all of his or her interest in the Plan, provided that the payment is made on or before the later of December 31 of the calendar year in which the Director separates from service or the date two and one-half (2 ½) months after the Director’s separation from service, and that the payment does not exceed $10,000. Payment under the terms of this subsection (c) shall be made in one lump sum payment. No Director shall be permitted any election with respect to the receipt of such lump sum payment.

(d) Failure of the Plan to Qualify Under Section 409A: The Plan shall permit a participating Director to accelerate the time or schedule of payment to the Director at any time the Plan is determined to have failed to meet the requirements of §409A of the Code and any regulations thereunder. Payment under this paragraph shall not exceed the amount the Director is required to include in his or her gross income as a result of the Plan’s failure to comply with such requirements.

11) TRANSFER, PLEDGE OR SEIZURE – Title to deferred fees shall not vest in a Director until actual payment thereof is made by the Corporation in accordance with the provisions of this Plan. A Director may not transfer, assign, pledge, hypothecate or encumber in any way any interest in such deferred fees prior to the actual receipt thereof. If a Director attempts to transfer, assign or encumber any interest in his or her deferred fees, or any part thereof, prior to the payment or distribution thereof to him or her, or if any transfer or seizure of such deferred fees is attempted to be made or brought about through the operation of any bankruptcy or insolvency law or other legal procedure, the rights of the Director taking such action or concerned therein or affected thereby or who would, but for this provision, be entitled to receive such deferred fees, shall forthwith and ipso facto terminate and the Bank may thereafter, in its absolute discretion at such time or times and in such manner as it deems proper, cause the whole or any part of the balance of the Director’s account to be paid to any person or persons, including any spouse or child of the Director, as the Bank in its uncontrolled discretion shall deem advisable.

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12) AMENDMENT OR REPEAL – This Plan may be amended or repealed in whole or in part at any time by the Bank, but no such amendment or repeal shall alter the time or manner of the payment of fees, the payment of which has theretofore been deferred pursuant hereto, except as expressly allowed herein.

13) COORDINATION WITH §409A – The provisions of this Plan are intended to grant participating Directors any and all rights with respect to deferral elections, the change or amendment of deferral elections, the distribution of amounts of compensation deferred, the revocation of deferral elections, and the acceleration of payments, to the fullest extent permitted by §409A of the Internal Revenue Code and any guidance and regulations issued thereunder. In the event that §409A or any final regulation or guidance promulgated thereunder would permit any right or privilege beneficial to participants in this Plan, including, but not limited to any right or privilege with respect to deferral of compensation, distribution of deferred compensation, acceleration of any payment, or the change or amendment of any deferral election, that exceeds any corresponding right or privilege afforded under the provisions of this Plan or is a right or privilege not afforded under this Plan, the Plan shall be deemed amended to incorporate such new or greater right or privilege to the greatest extent permitted without making any participating Director subject to the penalty or interest provisions of §409A or of any regulation promulgated thereunder.

14) REMEDIAL AMENDMENT – The provisions of this Plan are intended to qualify under §409A of the Code, as added by the American Jobs Creation Act of 2004, and any regulations and guidance promulgated thereunder. The Board, the Bank, and any and all Directors participating in this plan agree to take such action or to refrain from acting, as the case may be, to the extent required to comply with such statute, regulations, and guidance. To the extent that any provision of this Plan should cause the Plan to fail to qualify under §409A or any regulations or guidance promulgated thereunder, such provision, together will all elections thereunder, shall be deemed to be amended to the extent required to comply with the requirements of such statute, regulations or guidance.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this _____ day of ___________________________.

CHEMUNG CANAL TRUST COMPANY
By
	Its
[Insert name of participating director]

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CHEMUNG FINANCIAL CORPORATION

CHEMUNG CANAL TRUST COMPANY

DIRECTORS’ DEFERRED FEE PLAN

PARTICIPATION AGREEMENT

In accordance with the terms of the Deferred Directors Fee Plan, (the “Plan”), as amended, I hereby elect to defer compensation payable to me as a Director of Chemung Financial Corporation and Chemung Canal Trust Company as indicated below:

1) AMOUNT TO BE DEFERRED (specify percentage):

a)  Retainer Fee	________
b)  Board Meeting Fee	________
c)  Committee Meeting Fee	________

2) ACCOUNTS TO WHICH DEFERRED AMOUNTS ARE TO BE ALLOCATED:

a)  Money Market Account	________
b)  Unit Value Account	________
Note:  Entries must total 100%

3) PERIOD OF DEFERRAL:

Beginning _________________ and continuing until revoked by me or until the termination of my services as a director, whichever shall first occur.

4) DISTRIBUTION ELECTION (complete and check one):

a)	Specify date in future at which payments should be made or commence.	________
b)	Specify age in future at which payments should be made or commence.	________
c)	Upon termination of service as Director	________

5) FORMS OF PAYMENT OF DEFERRED COMPENSATION PLUS INTEREST AND DIVIDENDS CREDITED THEREON (check one):

a) In one lump sum ________

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b)	In annual installments (number of annual installments required)	________
	(Note: In the case of permanent disability, the Plan will pay in accordance with the above election).

6) BENEFICIARY:

In the event of my death prior to the receipt of all amounts payable to me pursuant to the Plan, the balance in my deferred compensation account shall be paid (check one):

a)	To my personal representative in one lump sum	________
b)	To ______________________________, if living, or if deceased, to_____________________________________	________
c)	Other (Please specify) ____________________________	________

7) CHANGE IN BENEFICIARY:

The right to change any beneficiaries named in Paragraph 6 (check one):

a)  is	________
b)  is not reserved	________

I understand that this election, once made, is irrevocable as to compensation deferred pursuant hereto and that any change in the timing or form of payment thereof can only be made in accordance with the Plan.

Date Director

RECEIVED BY: _______________________________

7

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Chemung Financial Corporation of our report dated March 13, 2014, relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Chemung Financial Corporation for the year ended December 31, 2013.

/s/ Crowe Horwath LLP

Crowe Horwath LLP

Livingston, New Jersey

January 21, 2015