EXHIBIT 10.1.1

T HE C ORTLAND S AVINGS AND B ANKING C OMPANY A MENDED AND R ESTATED G ROUP T ERM C ARVE O UT P LAN

Amending and restating in its entirety the Group Term Carve Out Plan entered into as of February 23, 2001, this Amended and Restated Group Term Carve Out Plan is made and entered into as of this 1 ^st day of November , 2014 , by and between The Cortland Savings and Banking Company, an Ohio-chartered, FDIC-insured member bank (the “Bank”), and the Participants selected to participate in this Plan (each a “Participant”).

To attract and retain highly qualified employees, effective February 23, 2001 the Bank implemented a Group Term Carve Out Plan providing for division of the death proceeds of life insurance policies owned by the Bank on the lives of the participating employees, with a portion of the death proceeds being paid to a participating employee’s designated beneficiary and the remainder being paid to the Bank, and with the Bank paying the life insurance premiums from its general assets. This Amended Group Term Carve Out Plan amends and restates the Group Term Carve Out Plan in its entirety effective as of the date written above.

A RTICLE 1 D EFINITIONS

1.1 “ Base Annual Salary ” means the current base annual salary of the Participant at the earliest of (1) the date of the Participant’s death, (2) the date of the Participant’s Disability, (3) the date the Participant’s employment with Cortland Bancorp or the Bank terminates within 12 months after a Change in Control (except for Termination with Cause), (4) the Participant’s Separation from Service on or after attaining Early Retirement Age but before attaining Normal Retirement Age, or (5) the Participant’s Separation from Service on or after attaining Normal Retirement Age. Current Base Annual Salary shall be defined by reference to compensation of the type reportable as salary in the Summary Compensation Table required by Securities and Exchange Commission Regulation S-K Item 402 (17 C.F.R. §229.402).

1.2 “ Change in Control ” means a change in control as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, applying the percentage threshold specified in each of paragraphs (a) through (c) of this section 1.2 or the related percentage threshold specified in section 409A and rules, regulations, and guidance of general application thereunder, whichever is greater –

(a) Change in ownership : a change in ownership of Cortland Bancorp occurs on the date any one person or group accumulates ownership of Cortland Bancorp stock constituting more than 50% of the total fair market value or total voting power of Cortland Bancorp’s stock,

(b) Change in effective control : ( x ) any one person, or more than one person acting as a group, acquires within a 12-month period ownership of Cortland Bancorp stock possessing 30% or more of the total voting power of Cortland Bancorp stock, or ( y ) a majority of Cortland Bancorp’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of Cortland Bancorp’s board of directors, or

(c) Change in ownership of a substantial portion of assets : a change in ownership of a substantial portion of Cortland Bancorp’s assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from Cortland Bancorp assets having a total gross fair

market value equal to or exceeding 40% of the total gross fair market value of all of Cortland Bancorp’s assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of Cortland Bancorp’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

1.3 “ Compensation Committee ” means the Compensation Committee designated from time to time by the Bank’s Board of Directors.

1.4 “ Disability ” means, because of a medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of at least 12 months, ( x ) the Participant is unable to engage in any substantial gainful activity, or ( y ) the Participant is receiving income replacement benefits for a period of at least three months under an accident and health plan of the employer. Medical determination of disability may be made either by the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank. Upon request of the Plan Administrator, the Participant must submit proof to the Plan Administrator of the Social Security Administration’s or provider’s determination.

1.5 “ Early Retirement Age ” means age 62.

1.6 “ Insured ” means the individual whose life is insured.

1.7 “ Insurer ” means the insurance company issuing the life insurance policy on the life of the Insured.

1.8 “ Normal Retirement Age ” means age 65.

1.9 “ Participant ” means an employee who is designated by the Compensation Committee as eligible to participate in the Plan, who elects in writing to participate in the Plan using the form attached hereto as Exhibit A, and who signs a Split Dollar Endorsement for the Policy in which he or she is the Insured.

1.10 “ Policy ” means the individual insurance policy or policies adopted by the Compensation Committee for purposes of insuring a Participant’s life under this Plan.

1.11 “ Plan ” means the February 23, 2001 Group Term Carve Out Plan, as amended and restated by this Amended Group Term Carve Out Plan.

1.12 “ Separation from Service ” means the Participant’s service as an employee and independent contractor to the Bank and any member of a controlled group, as defined in Internal Revenue Code section 414, terminates for any reason, other than because of a leave of absence approved by the Bank or the Participant’s death. For purposes of this Plan, if there is a dispute about the employment status of the Participant or the date of the Participant’s Separation from Service, the Bank shall have the sole and absolute right to decide the dispute unless a Change in Control shall have occurred.

1.13 “ Termination with Cause ” means the Participant’s Separation from Service is the result of termination by the Bank for any of the following reasons:

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A RTICLE 2 P ARTICIPATION

2.1 Eligibility to Participate . The Compensation Committee in its sole discretion shall designate from time to time employees eligible to participate in this Plan.

2.2 Participation . The eligible employee may participate in this Plan by executing an Election to Participate and a Split Dollar Endorsement. The Split Dollar Endorsement shall bind the Participant and his or her beneficiaries, assigns, and transferees to the terms and conditions of this Plan. An employee’s participation is limited to Policies that are identified on the Participant’s Split Dollar Endorsement and for which the Participant is the Insured. Exhibit B attached hereto sets forth as of the February 23, 2001 effective date of the Plan the original Insured Participants and the Policies on their lives.

2.3 Termination of Participation . A Participant’s rights under this Plan shall cease and his or her participation in this Plan shall terminate as provided in section 9.1 or if any of the following events occur:

If the Bank chooses to maintain the Policy after the Participant’s termination of participation in the Plan, the Bank shall be the direct beneficiary of all of the death proceeds of the Policy and the Participant’s Split Dollar Endorsement shall be void and of no force or effect.

2.4 Maintaining the Policy and Endorsement until Death . The Bank may replace the Policy with a comparable insurance policy to cover the benefit provided under this Plan if the Bank and the Participant execute a new Split Dollar Policy Endorsement for a comparable benefit, which Policy or any comparable policy shall be subject to the claims of the Bank’s creditors.

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A RTICLE 3

P OLICY O WNERSHIP /I NTERESTS

3.1 Participant’s Interest . Unless the Participant’s Split Dollar Endorsement provides otherwise, a Participant or a Participant’s assignee shall have the right to designate the beneficiary of one of the following death benefit amounts for the Policy in which the Participant is the Insured:

The Participant shall also have the right to elect and change settlement options with the consent of the Bank and the Insurer.

3.2 Bank’s Interest . The Bank is the sole owner of the Policies and shall have the right to exercise all incidents of ownership. Upon termination of a Participant’s participation in this Plan, the Bank shall not sell, surrender, or transfer ownership of the related Policy without first giving the Participant or the Participant’s transferee the option to purchase the Policy for a period of 60 days after the Bank gives written notice of the Bank’s intention to sell, surrender, or transfer ownership of the Policy. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Bank to terminate this Plan. The Bank shall be the direct beneficiary of the remaining death proceeds of a Policy after the Participant’s interest is determined according to section 3.1.

A RTICLE 4 P REMIUMS

4.1 Premium Payment . The Bank shall pay all premiums due on all Policies.

4.2 Imputed Income . The Bank shall impute the economic benefit to a Participant on an annual basis by adding the economic benefit to the Participant’s W-2, or if applicable, Form 1099.

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A RTICLE 5

A SSIGNMENT

A Participant may assign without consideration all interests in his or her Policy and in this Plan to any person, entity or trust. If a Participant transfers all of his or her interest in the Policy, then all of that Participant’s interest in his or her Policy and in the Plan shall be vested in his or her transferee, who shall be substituted as a party hereunder, and that Participant shall have no further interest in his or her Policy or in this Plan.

A RTICLE 6 I NSURER

The Insurer shall be bound by the terms of the Policy only. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits, and demands of all entities or persons. The Insurer shall not be bound by the provisions of this Plan. The Insurer shall have the right to rely on the Bank’s representations regarding any definitions, interpretations, or Policy interests as specified under this Plan.

A RTICLE 7 C LAIMS P ROCEDURE

7.1 Claims Procedure . A person or beneficiary (“claimant”) who has not received benefits under the Plan that he or she believes should be paid shall make a claim for benefits as follows:

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

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A RTICLE 8

P LAN A DMINISTRATION

8.1 Administrator Duties . This Plan shall be administered by an Administrator, which shall consist of the Bank’s Board or such committee as the Board shall appoint. A Participant may not be a member of the Administrator. The Administrator shall have the discretion and authority to ( x ) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and ( y ) decide or resolve any and all questions that may arise, including interpretations of this Plan.

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

8.3 Binding Effect of Decisions . The decision or action of the Administrator concerning any question arising out of the administration, interpretation, and application of this Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

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

8.5 Information . To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Separation from Service of the Participant, and such other pertinent information as the Administrator may reasonably require.

A RTICLE 9 M ISCELLANEOUS

9.1 Amendment or Termination of Plan . The Bank may amend or terminate the Plan at any time. The Bank may amend or terminate a Participant’s rights under the Plan at any time before a Participant’s death by written notice to the Participant.

9.2 Participant Waiver . In the Participant’s sole and absolute discretion, a Participant may waive his or her rights under the Plan at any time. Any waiver permitted under this section 8.2 shall be in writing and delivered to the Board of Directors of the Bank.

9.3 Binding Effect . This Plan in conjunction with each Split Dollar Endorsement shall bind each Participant and the Bank, their beneficiaries, survivors, executors, administrators and transferees and any Policy beneficiary.

9.4 No Guarantee of Employment . This Plan is not an employment policy or contract. It does not give a Participant the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge a Participant. It also does not require a Participant to remain an employee nor interfere with a Participant’s right to terminate employment at any time.

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9.5 Applicable Law . The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of Ohio, except to the extent preempted by the laws of the United States of America.

9.6 Notice . Any notice, consent or demand required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his/her last known address as shown on the records of the Bank. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

9.7 Entire Agreement . This Plan and a Participant’s Split Dollar Endorsement constitute the entire agreement between the Bank and the Participant concerning the subject matter. No rights are granted to a Participant other than those specifically set forth.

9.8 Severability . If any provision of this Plan is held invalid the invalidity shall not affect any other provision of this Plan, and each such other provision shall continue in full force and effect to the full extent consistent with law. If any provision of this Plan is held invalid in part, the invalidity shall not affect the remainder of the provision, and the remainder of the provision shall continue in full force and effect to the full extent consistent with law.

9.9 Headings . The headings of sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Plan.

I N W ITNESS W HEREOF , the Bank executes this Plan as of the date indicated above.

B ANK :

The Cortland Savings and Banking Company

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Exhibit A

E LECTION TO P ARTICIPATE

I,                     , an eligible employee as determined in section 2.1 of the Cortland Savings and Banking Co. Group Term Carve Out Plan dated as of February 23, 2001, as amended and restated as of November 1 , 2014 (the “Plan”), hereby elect to become a Participant of the Plan in accordance with section 2.2 of the Plan. Additionally, I acknowledge that I have read the Plan document and agree to be bound by its terms.

Executed this                     day of             , 20     .

Exhibit B

L IST OF P ARTICIPANTS

(as of Plan inception February 23, 2001)

G ROUP T ERM C ARVE O UT P LAN S PLIT D OLLAR P OLICY E NDORSEMENT

T HE C ORTLAND S AVINGS AND B ANKING C OMPANY

Supplementing and amending the application of The Cortland Savings and Banking Company (the “Bank”) on                     to                     Insurance Company (the “Insurer”), the applicant requests and directs through this Split Dollar Policy Endorsement that:

1. Defined terms are used in this Split Dollar Policy Endorsement as they are defined in the Bank’s Amended and Restated Group Term Carve Out Plan (the “Plan”).

2. This Split Dollar Policy Endorsement is subject to the terms of the Plan, and in case of any conflict between the Plan and this Split Dollar Policy Endorsement the Plan shall prevail.

3. The beneficiary designated by the Insured, or his/her transferee shall be the beneficiary of one of the following death benefit amounts, subject to the provisions of paragraph 7 below:

Endorsement Page 1

The Insurer may rely on a certificate issued by an authorized officer of the Bank for a determination of the amount equal to one or two times Base Annual Salary of the Insured.

4. The beneficiary of any remaining death proceeds shall be the Bank.

5. The Owner of the Policy is the Bank. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Insured or his/her transferee in paragraph (6) of this Split Dollar Policy Endorsement.

6. The Insured or his/her transferee shall have the right to assign all rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (3) of this endorsement, and to exercise all settlement options with respect to such death proceeds.

7. Despite the provisions of paragraph (6) above, the Insured or the Insured’s transferee shall have no rights or interests in the Policy for the portion of the death proceeds designated in paragraph (3) of this endorsement if any of the following events occur:

8. Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in paragraph (5) above shall be limited to the portion of the proceeds described in paragraph (4) above.

9. The Insurer is hereby authorized to recognize the Owner’s claim to rights hereunder without investigating the reason for any action taken by the Owner, including the Owner’s statement of the amount of premiums the Owner has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this Endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release to the Insurer. The Insurer may rely on a sworn statement in form satisfactory to it furnished by the Owner, its successors or assigns, as to their interest and any payments made pursuant to such statement shall discharge the Bank accordingly.

10. Any transferee’s rights shall be subject to this Endorsement.

The Owner accepts and agrees to this split dollar endorsement. The undersigned is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Endorsement Page 2

Signed at Cortland, Ohio, this                     day of                 , 20     .

B ANK :

A CCEPTANCE AND B ENEFICIARY D ESIGNATION

The Insured accepts and agrees to the foregoing and, subject to the rights of the Owner as stated above, designates                                          (relationship:                     ) as primary beneficiary(s) and                                         (relationship:                     ) as secondary/contingent beneficiary of the portion of the proceeds described in paragraph (1) above.

Signed at                     , Ohio, this         day of                 , 20    .

I NSURED :

EXHIBIT 10.35

Cortland Savings and Banking Company

Annual Incentive Plan for Executive Officers

The Cortland Savings and Banking Company Annual Incentive Plan for Executive Officers (the “Plan”) is designed to provide short-term cash incentives to eligible executive officers of Cortland Savings and Banking Company (the “Bank”) and any subsidiary in order to:

-Attract and retain executive officers

-Motivate executive officers to achieve Bank objectives

-Reward executives for achieving performance targets

-Align executive incentives with shareholder interests

-Provide incentive awards consistent with peers based on performance

-Limit risks to shareholder value

-Comply with regulatory guidelines related to executive compensation and incentive awards

-Enhance shareholder value

Plan Administration

The Plan will be administered by the Directors Compensation Committee (the “Committee”, including the setting of performance goals, establishing the cash awards that may be awarded and determining the degree to which performance goals have been achieved, as provided below and in the attached exhibit A. The Committee will establish the baseline for incentive awards, such as Minimal Acceptable Return to Shareholders (MARS) and related criteria, as well as the incentive percentage for each participant, the performance criteria and weighting of same and will review the impact of the plan on financial results to ensure objectives are being met. The incentive pool is created upon achievement of a minimum pre-tax income target. This requires minimum pre-tax income to be achieved before funds are available for incentives. This minimum is established by the Committee which always retains discretion to pay incentives if MARs is not met.

Eligibility

In the sole discretion of the Committee, an incentive may be paid to members of Executive Management when the Bank has met certain performance criteria established by the Committee and when each individual member has met individual performance criteria established by the Committee, all as provided by the Plan. The criteria for the current Plan Year (as defined below) are attached within Exhibit A. Cash awards earned under the Plan will be based upon a percentage of the participants’ base earnings (i.e. average base salary as of January 1 through December 31 of the Plan Year) in a given Plan Year (as defined below), and will range from 0% (for below threshold performance) to 15% (for superior performance), all as determined by the Committee. Base earnings do not include referral fees and any other compensation. Awards earned and payable, as determined by the Committee, will be paid within two and a half months following the end of a Plan Year (i.e. March 15). The Committee will determine which Executive Management positions may participate, while other named executive officers will be recommended by the Bank’s Chief Executive Officer and approved by the Committee. Other executives may participate in the Plan upon approval of the CEO. To receive awards under the Plan, a participant must be an active employee of the Bank on the date of payment, with certain exceptions for death, disability and retirement. The Plan is effective January 1, 2014 and performance years under the Plan run from January 1 through December 31 of each applicable year (each a “Plan Year”).

Target Incentive Opportunity

Each participant is assigned a target incentive amount (“Target Incentive”), expressed as a percentage of annual earned base compensation for the Plan Year. Such Target Incentive will be based on the specific performance criteria briefly described above and as more thoroughly provided in the actual terms of the Plan, which are incorporated herein by reference to Exhibit A. The number of performance criteria for each participant is limited to five. These criteria differ somewhat from participant to participant (See Exhibit A), but are important factors intended to focus the participant’s efforts and represent areas within the participant’s control.