<PAGE>
                                                                    Exhibit 10.5














                        EXECUTIVE SUPPLEMENTAL RETIREMENT
                                INCOME AGREEMENT
                                       FOR
                                G. THOMAS BOWERS

                           FINGER LAKES BANCORP, INC.
                                GENEVA, NEW YORK

                                JANUARY 26, 2001



<PAGE>



               EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

         This Executive Supplemental Retirement Income Agreement ("Agreement"),
executed as of this 26th day of January, 2001, by and between FINGER LAKES
BANCORP, INC., Geneva, New York, a holding company organized and existing under
the laws of the Delaware, hereinafter referred to as "Company" and G. THOMAS
BOWERS, a key employee and executive hereinafter referred to as "Executive."

                                   WITNESSETH:

         WHEREAS, the Executive is employed by the Company and its affiliates,
including Savings Bank of the Finger Lakes (the "Bank");

         WHEREAS, the Company recognizes the valuable services heretofore
performed for it by Executive and wishes to encourage continued employment;

         WHEREAS, the Executive wishes to be assured that he will be entitled to
a certain amount of additional compensation for some definite period of time
from and after his retirement from active service with the Company and its
affiliates or other termination of his employment and wishes to provide his
beneficiary with benefits from and after his death;

         WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to Executive after
his retirement or other termination of his employment and/or death benefits to
his beneficiary after his death;

         WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement, maintained primarily to provide supplemental retirement
income for the Executive, a member of a select group of management or highly
compensated employee of the Company for purposes of the Employee Retirement
Income Security Act of 1974, as amended;

         WHEREAS, the Company has adopted this Executive Supplemental Retirement
Income Agreement to supplement the benefits otherwise available to the Executive
under plans sponsored by the Company and its affiliates;

         WHEREAS, the Executive Supplemental Retirement Income Agreement
controls all issues relating to the Supplemental Retirement Income Benefit as
described herein.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:



<PAGE>


                                    SECTION I

                                   DEFINITIONS
                                   -----------

         When used herein, the following words shall have the meanings below
unless the context clearly indicates otherwise:

         1.1      "Act" means the Employee Retirement Income Security Act of
                  1974, as it may be amended from time to time.

         1.2      "Bank" means SAVINGS BANK OF THE FINGER LAKES and any
                  successor thereto.

         1.3      "Beneficiary" means the person or persons designated by the
                  Executive, in writing, as beneficiary to whom the share of a
                  deceased Executive's account is payable. If no beneficiary is
                  so designated, then the Executive's Spouse, if living, will be
                  deemed the beneficiary. If the Executive's Spouse is not
                  living, then the Children of the Executive will be deemed the
                  beneficiary. If there are no living Children, then the Estate
                  of the Executive will be deemed the beneficiary.

         1.4      "Cause" means personal dishonesty, willful misconduct, willful
                  malfeasance, breach of fiduciary duty involving personal
                  profit, intentional failure to perform stated duties, willful
                  violation of any law, rule, or regulation (other than traffic
                  violations or similar offenses), final cease-and-desist order,
                  material breach of any provision of this Agreement, or gross
                  negligence in matters of material importance to the Company.

         1.5      "Change in Control" means a change in control of a nature
                  that: (i) would be required to be reported in response to Item
                  1(a) of the current report on Form 8-K, as in effect on the
                  date hereof, pursuant to Section 13 or 15(d) of the Securities
                  Exchange Act of 1934 (the "Exchange Act"); or (ii) results in
                  a Change in Control of the Company within the meaning of the
                  Home Owners Loan Act, as amended ("HOLA"), and applicable
                  rules and regulations promulgated thereunder, as in effect at
                  the time of the Change in Control; or (iii) without limitation
                  such a Change in Control shall be deemed to have occurred at
                  such time as (a) any "person" (as the term is used in Sections
                  13(d) and 14(d) of the Exchange Act) is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Company representing 25% or more of the combined voting power
                  of the Company's outstanding securities except for any
                  securities purchased by the Bank's employee stock ownership
                  plan or trust; or (b) individuals who constitute the Board on
                  the date hereof (the "Incumbent Board") cease for any reason
                  to constitute at least a majority thereof, PROVIDED that any
                  person becoming a director subsequent to the date hereof whose
                  election was approved by a vote of at least three-quarters of


                                       2
<PAGE>

                  the directors comprising the Incumbent Board, or whose
                  nomination for election by the Company's stockholders was
                  approved by the same Nominating Committee serving under an
                  Incumbent Board, shall be, for purposes of this clause (b),
                  considered as though he were a member of the Incumbent Board;
                  or (c) a plan of reorganization, merger, consolidation, sale
                  of all or substantially all the assets of the Company or
                  similar transaction in which the Company is not the surviving
                  institution occurs; or (d) a proxy statement soliciting
                  proxies from stockholders of the Company, by someone other
                  than the current management of the Company, seeking
                  stockholder approval of a plan of reorganization, merger or
                  consolidation of the Company or similar transaction with one
                  or more corporations as a result of which the outstanding
                  shares of the class of securities then subject to the Plan are
                  to be exchanged for or converted into cash or property or
                  securities not issued by the Company; or (e) a tender offer is
                  made for 25% or more of the voting securities of the Company
                  and the shareholders owning beneficially or of record 25% or
                  more of the outstanding securities of the Company have
                  tendered or offered to sell their shares pursuant to such
                  tender offer and such tendered shares have been accepted by
                  the tender offeror.

         1.6      "Children" means the Executive's children, both natural and
                  adopted, then living at the time payments are due the Children
                  under this Agreement.

         1.7      "Code" means the Internal Revenue Code of 1986 as amended from
                  time to time.

         1.8      "Early Retirement Benefit" means the benefit payable to the
                  Executive upon retirement from service after attainment of the
                  Executive's sixtieth (60) birthday but prior to his Normal
                  Retirement Date.

         1.9      "Early Retirement Date" means the first day of the month
                  coincident with or next following the Executive's termination
                  of employment with the Bank after attainment of age sixty
                  (60).

         1.10     "Effective Date" shall be the date of execution of this
                  agreement.

         1.11     "Estate" means the Estate of the Executive.

         1.12     "Interest Factor" means seven percent (7%) or such other rate
                  as is reasonably determined by the Board of Directors from
                  time to time.

         1.13     "Normal Retirement Date" means the first day of the month
                  coincident with or next following the Executive's sixty-second
                  (62nd) birthday.

         1.14     "Permanently and Totally Disabled" means Executive has, for at
                  least six (6) months, been unable to perform the services
                  incident to his position with the Bank as a result



                                       3
<PAGE>

                  of accidental bodily injury or sickness and that the status is
                  likely to continue for an indefinite period, as reasonably
                  determined subsequent to the expiration of the six (6) month
                  period by a duly licensed physician selected in good faith by
                  the Bank.

         1.15     "Postponed Retirement Date" means the first day of the month
                  coincident with or next following the Executive's termination
                  of employment with the Bank after his Normal Retirement Date.

         1.16     "Spouse" means the individual to whom the Executive is legally
                  married at the time of the Executive's death.

         1.17     "Supplemental Retirement Income Benefit" means an annual
                  retirement benefit equal to sixty percent (60%) of Executive's
                  highest average annual base salary and bonus (over the
                  consecutive 36-month period within the last 120 consecutive
                  calendar months of employment) REDUCED BY: the sum of (i) the
                  benefits provided to the Executive under the non-qualified
                  deferred compensation plan dated February 28, 1995; (ii) the
                  annuitized value of the executive's tax-qualified benefits
                  payable from Savings Bank of the Finger Lakes' defined benefit
                  pension plan; (iii) the annuitized value of the Executive's
                  tax-qualified plan benefits payable form the Monroe Savings
                  Bank defined benefit pension plan; and (iv) the annuitized
                  value of one-half of the Executive's social security benefits
                  attributable to social security taxes paid by Savings Bank of
                  the Finger Lakes on behalf of Executive (reduced by the social
                  security offset under the Savings Bank of the Finger Lakes'
                  defined benefit pension plan). For these purposes, the benefit
                  under (ii) and (iii) above shall be deemed to be annuitized as
                  a single life annuity payable for the Executive's life.

         1.18     "Survivor's Benefit" means the benefit provided under Section
                  2.1 to Executive's Beneficiary if the Executive dies while in
                  active employment of the Bank.

                                   SECTION II

                PRE RETIREMENT AND POST RETIREMENT DEATH BENEFITS
                -------------------------------------------------

         2.1      DEATH PRIOR TO TERMINATION OF EMPLOYMENT. If Executive dies
                  prior to termination of employment or after termination of
                  employment but prior to the payment of any portion of the
                  Supplemental Retirement Income Benefit, the Executive's
                  Beneficiary shall be entitled to the Survivor's Benefit. Such
                  benefit shall be paid monthly in two hundred forty (240) equal
                  installments. The survivor's benefit shall be equal to the
                  greater of:

                  (i)      the annual amount of Sixty Four Thousand Eight
                           Hundred Seventy Two Dollars ($64,872) (the projected
                           value of the Supplemental Retirement Income Benefit
                           when Executive is age sixty-two (62)), or



                                       4
<PAGE>

                  (ii)     the Supplemental Retirement Income Benefit under
                           Section 1.17, determined as if the Executive retired
                           on the day before his death and commenced receiving
                           benefits at such time. Notwithstanding anything to
                           the contrary herein, the Survivor Benefit payable
                           hereunder shall not be greater than the Supplemental
                           Retirement Income Benefit that would have been
                           payable to the Executive under the circumstances set
                           forth in this Sub-section 2.1(ii).

                  The Survivor's Benefit shall be payable in equal monthly
                  installments for two hundred forty months. The first
                  installment shall begin within thirty (30) days after
                  notification of the date of death of Executive. Upon the
                  request of the Beneficiary, and in the sole discretion of the
                  Board of Directors, the Survivor's Benefit may be paid in a
                  lump sum payment. Such lump sum payment shall be equivalent to
                  the present value (using a discount rate equal to the Interest
                  Factor) of the monthly installment payments.

         2.2      DEATH SUBSEQUENT TO RETIREMENT. In the event of the death of
                  Executive while receiving monthly benefits under this
                  Agreement, but prior to receiving two hundred forty (240)
                  equal monthly payments, the unpaid balance of such equal
                  monthly payments shall continue to be paid monthly to
                  Executive's Beneficiary until the total of two hundred forty
                  (240) such payments have been made. Upon the request of the
                  Beneficiary, and in the sole discretion of the Board of
                  Directors, the Survivor's Benefit may be paid in a lump sum
                  payment. Such lump sum payment shall be equivalent to the
                  present value (using a discount rate equal to the Interest
                  Factor) of the remaining equal monthly payments.

                                   SECTION III

                     SUPPLEMENTAL RETIREMENT INCOME BENEFIT
                     --------------------------------------
                             AND DISABILITY BENEFIT
                             ----------------------

         3.1      NORMAL RETIREMENT BENEFIT. Upon the Executive's retirement
                  coincident with or following his Normal Retirement Date, the
                  Company shall commence payments of the Supplemental Retirement
                  Income Benefit. Such payments shall commence the first day of
                  the month next following the Executive's actual retirement
                  date and shall be payable monthly thereafter for two hundred
                  forty (240) months.

         3.2      EARLY RETIREMENT BENEFIT. Executive shall have the elective
                  right to receive an Early Retirement Benefit, provided he
                  shall have attained the age of sixty (60) and remained in
                  continuous service from the date of this Agreement. In the
                  event the Executive elects an Early Retirement Benefit,
                  payment of this early retirement benefit shall commence within
                  thirty (30) days after Executive's Early Retirement Date. The
                  Early Retirement Benefit shall be equal to the Supplemental
                  Retirement Income Benefit ("SRIB") calculated under Section
                  1.17 and reduced by ten percent


                                       5
<PAGE>

                  (10%) for each twelve month period, commencing on the
                  Executive's 60th birthday and ending the day before his 62nd
                  birthday, as set forth below:

                     Period Commencing
                           at Age                    % of SRIB
                           ------                    ---------
                             60                         80%
                             61                         90%

                  Such payments will commence on the first day of the month
                  following the Executive's actual retirement date and shall be
                  payable monthly thereafter for two hundred forty (240) months.

         3.3      DISABILITY. If Executive becomes Permanently and Totally
                  Disabled prior to reaching his Normal Retirement Date, while
                  covered by the provisions of this Agreement, Executive shall
                  be entitled to a Supplemental Disability Benefit commencing
                  within thirty (30) days after a determination by the Board of
                  Directors that the Executive is Permanently and Totally
                  Disabled. The Supplemental Disability Benefit shall be equal
                  to the Supplemental Retirement Income Benefit ("SRIB")
                  calculated under Section 1.17 as if the Executive retired on
                  the date of his termination of employment due to disability
                  and reduced by ten percent (10%) per year for each year that
                  such disability occurs prior to the Executive's Normal
                  Retirement Date:

                  Disability Commencing
                           at Age                    % of SRIB
                           ------                    ---------
                             57                          50%
                             58                          60%
                             59                          70%
                             60                          80%
                             61                          90%

                  In the event the Executive dies at any time after termination
                  of employment due to disability but prior to commencement or
                  completion of two hundred forty (240) monthly payments, the
                  Company shall pay to the Executive's Beneficiary a
                  continuation of the monthly installments for the remainder of
                  the two hundred forty (240) month period.

         3.4      CHANGE IN CONTROL. In the event of Executive's termination of
                  employment coincident with or within three (3) years following
                  a Change in Control, other than due to termination for Cause,
                  the Executive shall be entitled to receive the full
                  Supplemental Retirement Income Benefit as if the Executive had
                  retired following his Normal Retirement Date. The Company, or
                  its successor, shall commence payment of the



                                       6
<PAGE>

                  Supplemental Retirement Income Benefit within thirty (30) days
                  after the Executive's termination of employment.

                                   SECTION IV

                           EXECUTIVE'S RIGHT TO ASSETS
                           ---------------------------

         The rights of the Executive, any Beneficiary of the Executive, or any
other person claiming through the Executive under this Agreement, shall be
solely those of an unsecured general creditor of the Company. The Executive, the
Beneficiary of the Executive, or any other person claiming through the
Executive, shall only have the right to receive from the Company those payments
as specified under this Agreement. The Executive agrees that he, his
Beneficiary, or any other person claiming through him shall have no rights or
interests whatsoever in any asset of the Company, including any insurance
policies or contracts which the Company may possess or obtain to informally fund
this Agreement. Any asset used or acquired by the Company in connection with the
liabilities it has assumed under this Agreement, except as expressly provided,
shall not be deemed to be held under any trust for the benefit of the Executive
or his Beneficiaries, nor shall it be considered security for the performance of
the obligations of the Company. It shall be, and remain, a general, unpledged,
and unrestricted asset of the Asset of the Company.

                                    SECTION V

                            RESTRICTIONS UPON FUNDING
                            -------------------------

         The Company shall have no obligation to set aside, earmark or entrust
any fund or money with which to pay its obligations under this Agreement. The
Executive, his Beneficiaries or any successor in interest to him shall be and
remain simply a general creditor of the Company in the same manner as any other
creditor having a general claim for matured and unpaid compensation. The Company
reserves the absolute right, at its sole discretion, to either fund the
obligations undertaken by this Agreement or to refrain from funding the same and
to determine the extent, nature, and method of such informal funding. Should the
Company elect to fund this Agreement, in whole or in part, through the purchase
of life insurance, disability policies or annuities, the Company reserves the
absolute right, in its sole discretion, to terminate such funding at any time,
in whole or in part. At no time shall Executive be deemed to have any lien nor
right, title or interest in or to any specific funding investment or to any
assets of the Company. If the Company elects to invest in a life insurance,
disability or annuity policy upon the life of the Executive, then Executive
shall assist the Company by freely submitting to a physical examination and
supplying such additional information necessary to obtain such insurance or
annuities.



                                       7
<PAGE>



                                   SECTION VI

                     ALIENABILITY AND ASSIGNMENT PROHIBITION
                     ---------------------------------------

         Neither Executive nor any Beneficiary under this Agreement shall have
any power or right to transfer, assign, anticipate, hypothecate, mortgage,
commute, modify or otherwise encumber in advance any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the payment
of any debts, judgments, alimony or separate maintenance owed by the Executive
or his Beneficiary, nor be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. In the event Executive or any Beneficiary
attempts assignment, communication, hypothecation, transfer or disposal of the
benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

                                   SECTION VII

                       TERMINATION OF EMPLOYMENT FOR CAUSE
                       -----------------------------------

         Should Executive be terminated for Cause, his benefits under this
  Agreement shall be forfeited and this Agreement shall become null and void.

                                  SECTION VIII

                                 ACT PROVISIONS
                                 --------------

         8.1      NAMED FIDUCIARY AND ADMINISTRATOR. The Company shall be the
                  Named Fiduciary and Administrator of this Agreement. As
                  Administrator, the Bank shall be responsible for the
                  management, control and administration of the Agreement as
                  established herein. The Administrator may delegate to others
                  certain aspects of the management and operational
                  responsibilities of the Agreement, including the employment of
                  advisors and the delegation of ministerial duties to qualified
                  individuals.

         8.2      CLAIMS PROCEDURE AND ARBITRATION. In the event that benefits
                  under this Agreement are not paid to the Executive (or to his
                  Beneficiary in the case of the Executive's death) and such
                  claimants feel they are entitled to receive such benefits,
                  then a written claim must be made to the Administrator named
                  above within thirty (30) days from the date payments are
                  refused. The Administrator and its Board of Directors shall
                  review the written claim and, if the claim is denied, in whole
                  or in part, they shall provide in writing within thirty (30)
                  days of receipt of such claim their specific reasons for such
                  denial, reference to the provisions of this Agreement upon
                  which the denial is based and any additional material or
                  information necessary to perfect the



                                       8
<PAGE>

                  claim. Such written notice shall further indicate the
                  additional steps to be taken by claimants if a further review
                  of the claim denial is desired.

                  If claimants desire a second review, they shall notify the
                  Administrator in writing within thirty (30) days of the first
                  claim denial. Claimants may review the Agreement or any
                  documents relating thereto and submit any issues, in writing,
                  and comments they may feel appropriate. In its sole
                  discretion, the Administrator shall then review the second
                  claim and provide a written decision within thirty (30) days
                  of receipt of such claim. This decision shall likewise state
                  the specific reasons for the decision and shall include
                  reference to specific provisions of the Agreement upon which
                  the decision is based.

                  If claimants continue to dispute the benefit denial based upon
                  completed performance of the Agreement or the meaning and
                  effect of the terms and conditions thereof, then claimants may
                  submit the dispute to mediation, administered by the American
                  Arbitration Association ("AAA") (or a mediator selected by the
                  parties) in accordance with the AAA's Commercial Mediation
                  Rules. If mediation is not successful in resolving the
                  dispute, it shall be settled by arbitration administered by
                  the AAA under its Commercial Arbitration Rules, and judgment
                  on the award rendered by the arbitrator(s) may be entered in
                  any court having jurisdiction thereof. If it is finally
                  determined that Executive (or his Beneficiary) is entitled to
                  the benefits set forth under this Plan, then all amounts that
                  Executive (or his Beneficiary) would have received up to the
                  time of such final determination shall be paid to Executive
                  (or his Beneficiary) with interest (calculated using the
                  Interest Factor) within thirty (30) days after such final
                  determination.

                  Where a dispute arises as to the Company 's discharge of
                  Executive for Cause, such dispute shall likewise be submitted
                  to arbitration as above described and the parties hereto agree
                  to be bound by the decision thereunder.

                  All reasonable legal fees paid or incurred by Executive
                  pursuant to any dispute or questions of interpretation
                  relating to this Agreement shall be paid or reimbursed by the
                  Company, provided that the dispute or interpretation has been
                  settled by executive and the Company or resolved in
                  Executive's favor.

                                   SECTION IX

                                  MISCELLANEOUS
                                  -------------

         9.1      NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein shall
                  confer upon the Executive the right to be retained in the
                  service of the Bank nor limit the right of the Bank to
                  discharge or otherwise deal with the Executive without regard
                  to the existence of this Agreement.


                                       9
<PAGE>

         9.2      DISCLOSURE. The Executive shall receive a copy of his
                  Agreement and the Administrator will make available, upon
                  request, a copy of any rules and regulations that govern this
                  Agreement.

         9.3      GOVERNING LAW. The Agreement is established under, and will be
                  construed according to, the laws of the State of New York, to
                  the extent that such laws are not preempted by the Act and
                  valid regulations published thereunder.

         9.4      SEVERABILITY. In the event that any of the provisions of this
                  Agreement or portion thereof, are held to be inoperative or
                  invalid by any court of competent jurisdiction, then: (1)
                  insofar as is reasonable, effect will be given to the intent
                  manifested in the provisions held invalid or inoperative, and
                  (2) the validity and enforceability of the remaining
                  provisions will not be affected thereby.

         9.5      INCAPACITY OF RECIPIENT. In the event Executive is declared
                  incompetent and a conservator or other person legally charged
                  with the care of his person or of his estate is appointed, any
                  benefits under the Agreement to which such Executive is
                  entitled shall be paid to such conservator or other person
                  legally charged with the care of his person or his Estate.
                  Except as provided above in this paragraph, when the Company
                  's Board of Directors in its sole discretion, determines that
                  an Executive is unable to manage his financial affairs, the
                  Board may direct the Company to make distributions to any
                  person for the benefit of such Executive.

         9.6      UNCLAIMED BENEFIT. The Executive shall keep the Company
                  informed of his current address and the current address of his
                  Beneficiaries. The Company shall not be obligated to search
                  for the whereabouts of any person. If the location of the
                  Executive is not made known to the Company within three years
                  after the date on which any payment of the Executive's
                  Supplemental Retirement Income Benefit may be made, payment
                  may be made as though the Executive had died at the end of the
                  three-year period. If, within one additional year after such
                  three-year period has elapsed, or, within three years after
                  the actual death of the Executive, the Company is unable to
                  locate any Beneficiary of the Executive, then the Company may
                  fully discharge its obligation by payment to the Estate.

         9.7      LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
                  provisions of the Agreement, neither the Company, nor any
                  individual acting as an employee or agent of the Company or as
                  a member of the Board of Directors shall be liable to the
                  Executive, former Executive, or any other person for any
                  claim, loss, liability or expense incurred in connection with
                  the Agreement.

         9.8      GENDER. Whenever, in this Agreement, words are used in the
                  masculine or neuter gender, they shall be read and construed
                  as in the masculine, feminine or neuter gender, whenever they
                  should so apply.

                                       10
<PAGE>

         9.9      AFFECT ON OTHER CORPORATE BENEFIT AGREEMENTS. Nothing
                  contained in this Agreement shall affect the right of the
                  Executive to participate in, or be covered by, any qualified
                  or non-qualified pension, profit sharing, group, bonus or
                  other supplemental compensation or fringe benefit agreement
                  constituting a part of the Bank's existing or future
                  compensation structure.

         9.10     HEADINGS. Headings and sub-headings in this Agreement are
                  inserted for reference and convenience only and shall not be
                  deemed a part of this Agreement.

         9.11     ESTABLISHMENT OF RABBI TRUST. The Company may, but is not
                  obligated to, establish a rabbi trust into which the Company
                  may contribute assets which shall be held therein, subject to
                  the claims of the Company 's creditors in the event of the
                  Company 's "Insolvency" as defined in the agreement which
                  establishes such rabbi trust, until the contributed assets are
                  paid to the Executives and their Beneficiaries in such manner
                  and at such times as specified in this Agreement. In the event
                  a rabbi trust is established, it is the intention of the
                  Company to make contributions to the rabbi trust to provide
                  the Company with a source of funds to assist it in meeting the
                  liabilities of this Agreement. The rabbi trust and any assets
                  held therein shall conform to the terms of the rabbi trust
                  agreement which has been established in conjunction with this
                  Agreement. To the extent the language in this Agreement is
                  modified by the language in the rabbi trust agreement, the
                  rabbi trust agreement shall supersede this Agreement. Any
                  contributions to the rabbi trust shall be made during each
                  Plan Year in accordance with the rabbi trust agreement. The
                  amount of such contribution(s) shall be equal to the full
                  present value of all benefit accruals under this Plan, if any,
                  less: (i) previous contributions made on behalf of the
                  Executive to the rabbi trust, and (ii) earnings to date on all
                  such previous contributions.

         9.12     TAX WITHHOLDING. The Company may withhold from any benefit
                  payable under this Agreement all federal, state, city, or
                  other taxes as shall be required pursuant to any law or
                  governmental regulation then in effect.

                                    SECTION X

                     NON-COMPETITION AFTER NORMAL RETIREMENT
                     ---------------------------------------

         10.1     NON-COMPETE CLAUSE. Except as stated in the second paragraph
                  of this subsection, the Executive expressly agrees that, as
                  consideration for the agreements of the Company contained
                  herein and as a condition to the performance by the Company of
                  its obligations hereunder, throughout the entire period
                  beginning at the time of termination of employment until the
                  final payment is made to Executive, as provided herein, he
                  will not, without the prior written consent of the Company,
                  engage in, become interested, directly or indirectly, as a
                  sole proprietor, as a partner in a


                                       11
<PAGE>

                  partnership, or as a substantial shareholder in a corporation,
                  nor become associated with, in the capacity of an employee,
                  director, officer, principal, agent, trustee or in any other
                  capacity whatsoever, any enterprise conducted in any city,
                  town or county in which the Company maintains an office at the
                  time of Executive's termination of employment, which
                  enterprise is, or may deemed to be, competitive with any
                  business carried on by the Company as of the date of the
                  termination of the Executive's employment or his retirement.

                  In the event Executive's termination follows a Change in
                  Control or other material change in the Company 's structure
                  or business activities, Executive shall be entitled to his
                  Supplemental Retirement Income Benefit whether or not he
                  enters into an arrangement that is deemed to be competitive
                  with the Company and/or the Bank.

         10.2     BREACH. In the event of any breach by the Executive of the
                  agreements and covenants contained herein, the Board of
                  Directors of the Company shall direct that any unpaid balance
                  of any payments to the Executive under this Agreement be
                  suspended, and shall thereupon notify the Executive of such
                  suspensions, in writing. Thereupon, if the Board of Directors
                  of the Company shall determine that said breach by the
                  Executive has continued for a period of six (6) months
                  following notification of such suspension, all rights of the
                  Executive and his Beneficiaries under this Agreement,
                  including rights to further payments hereunder, shall
                  thereupon terminate.

                                   SECTION XI

                              AMENDMENT/REVOCATION
                              --------------------

         This Agreement shall not be amended, modified, or revoked at any time,
in whole or part, without the mutual written consent of the Executive and the
Company, and such mutual consent shall be required even if the Executive is no
longer employed by the Company.

                                   SECTION XII

                                    EXECUTION
                                    ---------

         12.1     This Agreement sets forth the entire understanding of the
                  parties hereto with respect to the transactions contemplated
                  hereby, and any previous agreements or understandings between
                  the parties hereto regarding the subject matter hereof are
                  merged into and superseded by this Agreement.

         12.2     This Agreement shall be executed in triplicate, each copy of
                  which, when so executed and delivered, shall be an original,
                  but all three copies shall together constitute one and the
                  same instrument.

                                       12
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and date first above written.



ATTEST                                FINGER LAKES BANCORP, INC.



/s/Terry L. Hammond                   /s/James E. Hunter
---------------------------           ----------------------------------------
Secretary                             Chairman: Salary and Personnel Committee




WITNESS



/s/Tyna Borrelli                      /s/G. Thomas Bowers
---------------------------           ----------------------------------------
                                      Executive


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