Exhibit 10.1
                         Deferred Compensation Agreement
                         -------------------------------


     This Agreement  made the 31st day of December,  1985, by and between Wilber
National Bank, a banking  corporation  organized  under the Laws of the State of
New York ("Bank") and Alfred S. Whittet ("Whittet") of Oneonta, New York.

     WHEREAS, Whittet, is employed by Bank; and

     WHEREAS,  Bank wishes to establish a deferred compensation plan for Whittet
to provide him with a means of saving and investing for future retirement.

     1. An Additional  Compensation Account ("Account") shall be established for
Whittet on the Bank's  books for the  benefit of Whittet.  The account  shall be
credited  in an amount  equal to amounts  elected to be  deferred  by Whittet in
accordance with Paragraphs 2 and 3 of this Agreement.

     The  amount  credited  to the  Account  shall not be held by Bank in trust,
escrow,  or  similar  fiduciary  capacity,  and  neither  Whittet  nor any legal
representative  shall have any right against Bank with respect to any portion of
the account, except as a general unsecured creditor of Bank.

     2. The account  shall be  credited  no later than  December 31 of each year
commencing  December 31, 1986 with an amount that  Whittet has notified  Bank in
writing prior to January 1 of such year that he wishes to have deferred.

     For the initial plan year,  which shall  commence on the effective  date of
this plan, and end on December 31, 1986, Whittet shall notify Bank of the amount
to be  deferred  for 1986  under  this  plan on or prior to the  effective  date
hereof.  Whittet's  bonuses and/or other  incentive  payments to which he may be
entitled  shall be reduced at  Whittet's  option by the  amount  deferred.  This
agreement  shall  continue  from year to year until  canceled by either party in
writing  eighty  (80)  days  prior  to the end of the  year or  until  Whittet's
employment is terminated by death, retirement or for any other reason.

     Whittet  may  indicate  the  amount to be  deferred  expressed  in terms of
absolute dollars, as a percentage, or by any combination thereof.

     3. The  amount in the  Account  shall be deemed to have been  invested  and
reinvested  from time to time in such  "eligible  securities"  as Whittet  shall
designate.  Eligible  securities are:(a) common stock of The Wilber Corporation,
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(b) U.S.  Government  obligations, for which price  quotations  are published in
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newspapers of general circulation,  including "The Wall Street Journal",  or (c)
equities and debt instruments, including mutual funds used as investments by the
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Trust  Department of Wilber  National  Bank.  Whittet  shall have the right,  by
giving at least five days notice prior to the last  business day in March,  June
and  September  and prior to the first  business  day in January in each year to
designate eligible securities

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which shall be deemed to have been purchased or sold for the Account on the date
of  reference.  In the case of any purchase the Account  shall be charged with a
dollar amount equal to the quantity and kind of  securities  deemed to have been
purchased  multiplied by the fair market value of such security on with a collar
amount  equal  to the  quantity  and  kind of  securities  deemed  to have  been
purchased  multiplied  by the fair market value of such  security on the date of
reference  and shall be credited  with the  quantity and kind of  securities  so
deemed to have been  purchased.  In the case of any sale,  the Account  shall be
charged with the quantity and kind of securities  deemed to have been sold,  and
shall  be  credited  with a dollar  amount  equal  to the  quantity  and kind of
securities  deemed to have been sold multiplied by the fair market value of such
security on the date of  reference.  As used herein "fair market value" means in
the case of a listed security the closing price on the date of reference,  or if
there  were no  sales  on such  date,  then the  closing  price  on the  nearest
preceding  day on which  there were such  sales,  and in the case of an unlisted
security the mean between the bid and asked prices on the date of reference,  or
if no such prices are available for such date, then the mean between the bid and
asked prices on the nearest preceding day for which such prices are available.

     The Account shall be credited with dollar  amounts equal to cash  dividends
paid from  time to time upon the  stocks  deemed to be held  therein.  Dividends
shall be  credited as of the  payment  date.  The  Account  shall  similarly  be
credited as of the payment date.  The Account  shall  similarly be credited with
interest  payable on  interest  bearing  securities  deemed to be held  therein.
Interest  shall be credited as of the payment  date,  except that in the case of
purchase of interest bearing  securities,  the Account shall be charged with the
dollar  amount of interest  accrued to the date of  purchase  and in the case of
sales the Account shall be credited  with the dollar amount of interest  accrued
to the date of sale.

     Whittet  shall  have the same  right with  respect  to the  investment  and
reinvestment  of  dividends  and  interest as with respect to the balance of the
Account.  The Account shall be equitably  adjusted to reflect  stock  dividends,
stock splits,  recapitalizations,  mergers, consolidations,  reorganizations and
other changes affecting the securities deemed to be held therein.

     Bank  shall not be  required  to  purchase,  hold or  dispose of any of the
securities  designated by Whittet,  however, if it elects to purchase or it sell
any such securities,  the Account shall be charged with brokerage fees and stock
transfer  taxes with respect to such  purchases  and sales but no other costs of
Bank. The only obligation of Bank is its contractual obligation to make payments
to Whittet  measured as set forth  below.  To the extent that Bank does,  in its
discretion,  purchase or hold any of the securities  designated by Whittet,  the
same shall remain the sole property of Bank subject to the claims of its general
creditors, and shall not be deemed to form part of the Account.

     As  of  the  first  date  on  which  all  or  an  installment  of  deferred
compensation  becomes  payable,  and as of  each  subsequent  date on  which  an
installment is payable (hereinafter  referred to as "installment payment dates")
the  Account  shall be valued by adding to the  dollar  amount  credited  to the

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Account the fair market value of the securities deemed to be held in the Account
on the  installment  payment  date and  deducted  therefrom  all  brokerage  and
transfer taxes on securities actually sold or transferred by Bank. The amount of
each  installment of deferred  compensation  shall be determined by dividing the
aggregate  value of the Account by the number of  installments  remaining  to be
paid,  including the  installment  then due. As each payment is made the Account
shall be  charged  with the  amount of such  payment,  either in  dollars  or in
securities  deemed to be therein,  valued as of the  installment  payment  date.
Whittet shall have the right to designate  the manner in which each  installment
payment  is to be  charged  to the  Account  by  notice  to  Bank  prior  to the
installment  payment date, but upon Whittet's  failure to do so, Bank shall have
the right to charge the Account, either in dollars or securities,  in the amount
equal to the payment.

     4.  Whittet  shall,  within  thirty (30) days prior to his  termination  of
employment or as soon after  termination  of employment as  practicable,  notify
Bank in  writing  as to  whether  he  desires  to  receive  the  amounts  in the
Additional Compensation Account:

     A.  In a  lump  sum to be  paid  no  later  than  ninety  (90)  days  after
         termination.

     B. In monthly installments for a designated number of months certain not to
        exceed sixty (60) months.

     C. In a combination of the above,  or in any other manner  permitted by law
        and agreed to by both the Bank and Whittet.

     In the event no  selection is made by Whittet,  payment  shall be made in a
lump sum.

     Benefits  payable to Whittet shall commence not earlier than termination of
employment and not later than ninety (90) days thereafter.

     5. Whittet shall have the right to designate a  beneficiary  to receive all
or any part of his Account  which may remain  unpaid at  Whittet's  death,  such
amounts  to be paid as  provided  in  Paragraph  6.  Such  designation  shall be
affected by filing a written  notification  with Bank,  and may be changed  from
time to time by similar action.  If no such designation is made by Whittet,  any
balance  in the  Account  shall  be paid to  Whittet's  estate  as  provided  in
Paragraph 6.

     6. Should  Whittet  select a form of payment other than a lump sum pursuant
to  Paragraph  4, and in the event of  Whittet's  death  after he has  commenced
receiving  monthly  payments  pursuant to Paragraph 4, monthly  payments in that
amount shall continue as long as there is a balance in the Account to the person
or persons  specified in accordance  with Paragraph 5. In the event of Whittet's
death prior to his commencing to receive  payments  pursuant to Paragraph 4, the
person or persons  specified in accordance  with  Paragraph 5 shall be paid in a
lump sum, unless otherwise directed by Whittet prior to his death.

<PAGE>


     7. Neither Whittet nor his duly designated beneficiary shall have any right
to assign, transfer, pledge, encumber or otherwise convey by Will or inter vivos
instrument the right to receive any amounts of compensation which may become due
hereunder, and any such attempt at assignment,  transfer,  pledge encumbrance or
other  conveyance  shall not be  recognized  by Bank and will not be  binding on
Bank.

     8. This  Agreement  shall be binding  upon and inure to the  benefit of the
parties   hereto   and  their   respective   heirs,   administrators,   personal
representative, successors and assigns.

     Bank agrees  that  should its  ownership  in any manner by  transferred  or
conveyed,  whether  by  merger,  reorganization,  purchase  of stock or  assets,
liquidation,  dissolution, split-off, spin-off or otherwise, that this Agreement
shall survive, and be binding upon its successor, regardless of form.

     9. In the event  Whittet  incurs a financial  hardship,  Bank,  in its sole
discretion,  may  distribute  all or part of the amounts  credited to  Whittet's
account  prior to the time such amounts  would  otherwise  be payable  under the
terms of this Agreement.  Such accelerated  distribution may only be made in the
event of a financial  emergency which is beyond Whittet's  control,  and only if
the  disallowance  of  the  accelerated  distribution  would  result  in  severe
financial  hardship  to  Whittet  or  his  immediate  family.  Such  accelerated
distribution  will be  made  only  in the  amount  necessary  to  alleviate  the
financial emergency.

     10. This  Agreement  shall be construed in accordance  with the laws of the
State of New York.

     IN WITNESS WHEREOF, the parties have executed this Agreement the date first
above written.


         WILBER NATIONAL BANK


         By /s/ Robert W. Moyer
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                Robert W. Moyer

         /s/ Alfred S. Whittet
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             Alfred S. Whittet