SEVERANCE COMPENSATION AGREEMENT



     Dated as of January 1, 1998  between  THE  WILBER  CORPORATION,  a New York
corporation (the "Company"), and ALFRED S. WHITTET (the "Executive").

     The Company's  Board of Directors has determined  that it is appropriate to
reinforce and encourage the continued  attention and dedication of the Executive
to his  assigned  duties as  President  and Chief  Executive  Officer  of Wilber
National  Bank, a wholly  owned  subsidiary  of Company  (herein  called  "WNB")
without  distraction in potentially  disturbing  circumstances  arising from the
possibility of a change in control of the company or of WNB.

     This  Agreement  sets forth the  severance  compensation  which the company
agrees it will pay, or cause WNB to pay,  to the  Executive  if the  Executive's
employment with WNB terminates under one of the  circumstances  described herein
following a Change in Control (as defined herein) of the Company or of WNB.

     1.   Term.  This Agreement shall  terminate,  except to the extent that any
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          obligation of the company  hereunder  remains  unpaid as of such time,
          upon the earliest of (i) the sixty-second birth date of Executive if a
          Change in Control of the Company or of WNB has not  occurred  prior to
          such date; and (ii) the termination of the Executive's employment with
          WNB is  based  on  death,  Disability  (as  defined  in  Section  3(d)
          Retirement  (as defined in Seciton  36)or cause (as defined in Section
          3d)or by the  Executive  other  than for Good  Reason  (as  defined in
          Section 3(e)).

     2.   Compensation in the Event of Change in Control. No compensation shall
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          be payable under this Agreement unless and until (a) there shall have
          been a Change in Control of the company or of WNB, while the Executive
          is still an employee of WNB and (b) the Executive's employment by WNB
          thereafter shall have been terminated in accordance with Section 3.
          For purposes of this Agreement, a Change in Control shall deemed to
          have occurred (unless Executive shall have agreed in writing to the
          contrary) if (i) there shall be consummated (x) any consolidation or
          merger of the Company or of WNB in which the Company or WNB is not the
          continuing or surviving corperation or puruant to which shares of the
          Company's or WNB's Common Stock would be converted in cash, securities
          or other property, other than a merger of the Company or of WNB in
          which the holders of the Company's or WNB's Common Stock immediately
          prior to the merger have the same proportionate ownership of common
          stock of the surviving corporation immediately after the merger, or
          (y) any sale, lease, exchange or other transfer (in one transaction or
          a series of related transactions) of all, or substantially all, of the
          assets of the company or of WNB, or (ii) the stockholders of the
          company or of WNB approved any plan or proposal for the liquidation or
          dissolution of the Company or of WNB, or (iii) any person (as such
          term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act")), other than Brian R.
          Wright, his spouse or his children, shall become the beneficial owner
          (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or
          more of the company's outstanding common Stock, or (iv) any person (as
          defined above), other than the Company, shall become the beneficial
          owner (as defined above) of 50% or more of WNB's outstanding Common
          Stock, or (v) during any period of two consecutive years, individuals
          who at the beginning of such period constitute the entire Board of
          Directors of Company shall cease for any reason to constitute a
          majority thereof unless the election, or the nomination for election
          by the Company's stockholders, of each new director was approved by a
          vote of a least two-thirds of the directors then still in office who
          were directors at the beginning of the period.

<PAGE>



     Notwithstanding  that  prior  to  any  Change  in  Control,  WNB  may  have
terminated  Executive's  employment pursuant to the Employment Agreement between
them,  Executive shall be deemed to be still employed by WNB for the purposes of
this Severance Compensation Agreement if:

          (a)  within six (6) months prior to the effective  date of termination
               of  Executive's  employment  with WNB,  and prior to any  initial
               conduct by Executive described below as "cause", there shall have
               commenced material discussions,  by authorized representatives of
               Company with  particular  persons or  organizations,  regarding a
               potential Change in Control, and

          (b)  within twelve (12) months after the effective date of termination
               of  Executive's  employment  with WNB  there  occurs a Change  in
               Control  involving said  particular  persons or organization as a
               result of such discussions, and

          (c)  Executive's  termination by WNB was not for "cause",  defined for
               the purposes of this paragraph as:


               (i)  the  willful  and  continued  failure  of the  Executive  to
                    substantially perform the Executive's duties with WNB (other
                    than any  such  failure  resulting  from  incapacity  due to
                    physical  or mental  illness),  after a written  demand  for
                    substantial performance is delivered to the Executive by the
                    Board of WNB which  specifically  identifies  the  manner in
                    which  the  Board   believes  that  the  Executive  has  not
                    substantially performed the Executives' duties;

               (ii) the willful  engaging by the  Executive  illegal  conduct or
                    gross   misconduct  which  is  materially  and  demonstrably
                    injurious to the Company;

               (iii)personal  dishonesty or breach of fiduciary duty to WNB that
                    in either case results or was intended to result in personal
                    profit to the Executive at the expense of WNB, or

               (iv) willful violation of any law, rule or regulation (other than
                    traffic  violations,  misdemeanors  or similar  offenses) or
                    cease-and-desist order, court order, judgment or supervisory
                    agreement,  which  violation is materially and  demonstrably
                    injurious to WNB or the Company.

     For  purposes of the  preceding  clauses,  no act or failure to act, on the
     part of the Executive,  shall be considered "willful" unless it is done, or
     omitted to be done,  by the  Executive in bad faith and without  reasonable
     belief that the Executive's action or omission was in the best interests of
     the company or WNB. Any act, or failure to act,  based upon prior  approval
     given by the Board of WNB or upon the  instructions or with the approval of
     the Executive's superior or based upon the advice of counsel for WNB, shall
     be  conclusively  presumed  to be  done,  or  omitted  to be  done,  by the
     Executive in good faith and in the best interests of WNB and Company.

<PAGE>



3.   Termination  Following  Change in  Control.  (a) If a Change in control (as
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     defined above) shall have occurred while the Executive is still an employee
     of WNB, the  Executive  shall be entitled to the  compensation  provided in
     Section 4 upon the  subsequent  termination of the  Executive's  employment
     with WNB by the Executive or by WNB unless such  termination is a result of
     (i) the Executive's  death; (ii) the Executive's  Disability (as defined in
     Section  3(b)  below);  (iii) the  Executive's  Retirement  (as  defined in
     Section 3(c) below); (iv) the Executive's  termination by WNB for Cause (as
     defined  in  Section  3(d)  below);  or (v)  the  Executive's  decision  to
     terminate  employment  with WNB other than for Good  Reason (as  defined in
     Section 3(e) below).

          (b)  Disability.  If, as a result of the Executive's incapacity due to
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               physical or mental illness,  the Executive shall have been absent
               from his duties with WNB on a full-time  basis for six months and
               with 30 days after written  notice of  termination  is thereafter
               given  by WNB,  the  Executive  shall  not have  returned  to the
               full-time  performance of the Executive's duties, the company may
               terminate this agreement for "Disability".

          (c)  Retirement. The term "Retirement" as used in this Agreement shall
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               mean  termination  by  WNB or the  Executive  of the  Executive's
               employment with WNB based on the Executive  having reached age 65
               or such  other age as shall  have been  fixed in any  arrangement
               established with the Executive's  written consent with respect to
               the Executive.

          (d)  Cause.  WNB may terminate the  Executive's  employment for Cause.
               -----
               Without limited WNB's right to terminate  Executive's  employment
               pursuant to  Executive's  Employment  Agreement  with WNB and for
               purposes  of this  Agreement  only,  WNB shall  have  "Cause"  to
               terminate the Executive's employment, only on the basis of fraud,
               misappropriation,  or  embezzlement on the part of the Executive.
               Notwithstanding the foregoing,  the Executive shall not be deemed
               to have been  terminated  by WNB for Cause unless and until there
               shall have been delivered to the Executive a copy of a resolution
               duly   adopted  by  the   affirmative   vote  of  not  less  than
               three-quarters  of  the  entire  membership  of  WNB's  Board  of
               Directors  at a meeting  of WNB's  Board  called and held for the
               purpose  (after   reasonable  notice  to  the  Executive  and  an
               opportunity  for the  Executive,  together  with the  Executive's
               counsel,  to be heard  before WNB's  Board),  finding that in the
               good faith  opinion of said Board,  the  Executive  was guilty of
               conduct set forth in the second sentence of this Section 3(d) and
               specifying the particulars thereof in detail.


          (e)  Good  Reason.   The  Executive  may  terminate  the   Executive's
               ------------
               employment  with WNB for Good  Reason at any time during the term
               of  this  Agreement.   Without  limiting   Executive's  right  to
               terminate  his  employment  pursuant  to  Executive's  Employment
               Agreement with WNB and for purposes of this Agreement only, "Good
               Reason" shall mean any of the following  (without the Executive's
               express written consent):

<PAGE>


               (i)  the assignment to the Executive by WNB of duties
                    inconsistent with the Executive's position, duties,
                    responsibilities and status with WNB immediately prior to a
                    Change in Control, or change in this Executive's titles or
                    officers in effect immediately prior to a change in control,
                    or any out removal of the Executive from or any failure to
                    reelect the Executive to any of such positions, except in
                    connection with the termination of his employment for
                    Disability, Retirement or Cause or as a result of the
                    Executive's death or by the Executive other than for Good
                    Reason,

               (ii) a  reduction  by WNB in the  Executive's  base  salary as in
                    effect on the date  hereof  or as the same may be  increased
                    from time to time during the term of this Agreement or WNB's
                    failure to  increase  (within  12 months of the  Executive's
                    last  increase in base salary) the  Executive's  base salary
                    after a Change in Control of WNB in an amount which at least
                    equals,  on  a  percentage  basis,  the  average  percentage
                    increase  in base  salary for all  officers  of the  Company
                    effected in the preceding 12 months;

               (iii)any failure by WNB to  continue  in effect any benefit  plan
                    or arrangement  (including,  without limitation,  any profit
                    sharing plan, group annuity  contract,  group life insurance
                    plan,  senior executive  survivor life insurance  supplement
                    and medical, dental, accident and disability plans) in which
                    the Executive is participating  (or entitled to participate)
                    at the time of a  Change  in  Control  (or any  other  plans
                    providing the Executive with substantially similar benefits)
                    (herein  referred to as "Benefit  Plans"),  or the taking of
                    any  action  by  WNB  which  would   adversely   affect  the
                    Executive's   participation  in  or  materially  reduce  the
                    Executive's  benefits under any such Benefit Plan or deprive
                    the Executive of any material  fringe benefit enjoyed by the
                    Executive at the time of a Change in Control.

               (iv) Any  failure by the Company or WNB to continue in effect any
                    incentive   plan  or   arrangement   (  including,   without
                    limitation,  WNB's bonus and contingent  bonus  arrangements
                    and credits and the right to receive  performance awards and
                    similar  incentive   compensation  benefits)  in  which  the
                    Executive  is  participating  at the  time  of a  Change  in
                    Control (or any other plans or  arrangements  providing  him
                    with substantially  similar benefits)  (hereinafter referred
                    to as "Incentive  Plans") or the taking of any action by the
                    company or WNB which would adversely  affect the Executive's
                    participation  in any  such  Incentive  Plan or  reduce  the
                    Executive's   benefits  under  any  such   Incentive   Plan,
                    expressed as a percentage  of his base salary,  by more than
                    10  percentage  points in any fiscal year as compared to the
                    immediately preceding fiscal year;

               (v)  Any  failure by the Company or WNB to continue in effect any
                    plan or arrangement to receive  securities of the company or
                    of  WNB  (including,   without   limitation,   any  plan  or
                    arrangement  to receive and exercise  stock  options,  stock
                    appreciation rights,  restricted stock or grants thereof) in
                    which the Executive is participating at the time of a Change
                    in  Control  (or plans or  arrangements  providing  him with
                    substantially similar benefits)  (hereinafter referred to as
                    "Securities  Plans")  or the  taking  of any  action  by the
                    Company or WNB which would adversely  affect the Executive's
                    participation  in, or  materially  reduce,  the  Executive's
                    benefits under any such Securities Plan;

               (vi) A  relocation  of WNB's  principal  executive  offices  to a
                    location   outside  of  Otsego  County,   New  York  or  the
                    Executive's  relocation to any place other than the location
                    at which the  Executive  performed  the  Executive's  duties
                    prior to a Change in Control,  except for required travel by
                    the  Executive  on WNB  business to an extent  substantially
                    consistent with the Executive's  business travel obligations
                    at the time of a Change in Control.

               (vii)Any failure of WNB to provide the Executive  with the number
                    of paid  vacation days to which the Executive is entitled at
                    the time of a Change in Control

               (viii) Any  material  breach by the Company of any  provision  of
                    this Agreement;

               (ix) Any failure by the Company to obtain the  assumption of this
                    Agreement by any successor or assignee of the Company, or

               (x)  Any  purported  termination  of the  Executive's  employment
                    which is not  effected  pursuant to a Notice of  Termination
                    satisfying  the   requirements  of  Section  3(f),  and  for
                    purposes of this  Agreement,  no such purported  termination
                    shall be effective.

<PAGE>



(f)  Notice of  Termination.  Any  termination  by WNB pursuant to Section 3(b),
     ----------------------
     3(c)  or 3(d)  shall  be  communicated  by a  Notice  of  Termination.  Any
     termination  of  Executive's  employment  with WNB for Good Reason shall be
     communicated by a Notice of Termination To WNB and to Company. For purposes
     of this Agreement,  a "Notice of  Termination"  shall mean a written notice
     which  shall  indicate  those  specific  termination   provisions  in  this
     Agreement  relied upon and which sets forth in reasonable  detail the facts
     and  circumstances  claimed  to  provide  a basis  for  termination  of the
     Executive's  employment  under the provision so indicated.  For purposes of
     this Agreement,  no such purported termination by WNB or by Executive shall
     be effective without such Notice of Termination.

(g)  Date of Termination

           (i) "Date  of  Termination"  shall  mean  (a) if  this  Agreement  is
               terminated by the Company for Disability, 30 days after Notice of
               Termination  is given to the Executive by WNB (provided  that the
               Executive  shall  not have  returned  to the  performance  of the
               Executive's  duties  with WNB on a  full-time  basis  during such
               30-day period) or (b) if the Executive's employment is terminated
               by WNB for any  other  reason,  the  date on  which a  Notice  of
               Termination  is given by WNB;  provided  that if  within  30 days
               after any Notice of  Termination is given to the Executive by WNB
               the Executive  notifies WNB that a dispute exists  concerning the
               termination,  the  Date of  Termination  shall  be the  date  the
               dispute is finally  determined,  whether by mutual  agreement  of
               Company,  WNB and  Executive  or upon  final  judgment,  order or
               decree of a court of competent  jurisdiction (the time for appeal
               therefrom having expired and no appeal having been perfected)

          (ii) "Date of Termination"  shall mean if Executive's  employment with
               WNB is  terminated by Executive for Good Reason the date on which
               a Notice  of  Termination  is given by  Executive  to WNB and the
               Company;  provided  that if  within 30 days  after any  Notice of
               Termination is given to WNB and to Company by Executive, for Good
               Reason,  the Date of Termination shall be the date the dispute is
               finally determined,  whether by mutual agreement of Company,  WNB
               and Executive or upon final judgment,  order or decree of a court
               of competent  jurisdiction  (the time for appeal therefrom having
               expired and no appeal having been perfected).

4.   Severance Compensation upon Termination of Employment. If after a Change in
     -----------------------------------------------------
     Control WNB shall terminate the Executive's  employment other than pursuant
     to the provisions of Section 3(b)  (Disability),  3(c) (Retirement) or 3(d)
     (Cause) or if the Executive shall terminate his employment for Good Reason,
     then the  company  shall  pay,  or cause WNB to pay,  to the  Executive  as
     severance pay, in three equal installments,  in cash, less any required tax
     withholdings,  on the fifth  business day following the Date of Termination
     and the first and second anniversary thereof, a total amount equal to three
     (3) times the  average  of the  aggregate  annual  compensation  subject to
     United States  income taxes paid by WNB to the  Executive  during the three
     calendar  years  preceding  the Change in Control,  provided  however there
     shall be subtracted  from said total the amount,  if any,  which shall have
     been paid to Executive by WNB for any period  after the  effective  date of
     the  termination  of  Executive's   Employment   Agreement  with  WNB;  the
     "aggregate  annual  compensation"  "subject to United  States income taxes"
     shall be the total taxable  amounts shown on  Executive's W2 statements and
     any deferred salary and deferred bonuses for the applicable  calendar years
     (or,  if it is a higher  amount,  an amount  calculated  in the same manner
     using the  aggregate  annual  compensation  paid in the three (3)  calendar
     years preceding the Date of Termination);  provided,  however,  that if the
     total severance payment under this Section 4, either alone or together with
     other  payments  which  the  Executive  has the right to  receive  from the
     Company  or WNB would  constitute  a  "parachute  payment"  (as  defined in
     Section  280G  of the  Internal  Revenue  Code of  1954,  as  amended  (the
     "Code")),  such severance payment shall be reduced to the largest amount as
     will result in no portion of the  severance  payment  under this  Section 4
     being  subject to the excise tax imposed by Section  4999 of the Code.  The
     determination of any reduction in the severance  payment under this section
     4 pursuant to the foregoing  proviso shall be made by the Executive in good
     faith,  and such  determination  shall be  conclusive  and  binding  on the
     Company.

<PAGE>


     If required to pay the aforesaid  severance,  the Company shall in addition
     pay or cause WNB to pay:

     (a)  Commencing on the third  anniversary  of his Date of  Termination  and
          continuing until Executive's  sixty-second birthdate, an annual amount
          to  Executive  equal  to the  difference  between  the  annual  amount
          Executive  would have been entitled to receive as an early  retirement
          benefit at age 62 had he  continued  employment  with WNB (at the same
          compensation  he was  receiving  on the Date of  Termination)  and the
          annual  amount  Executive  actually  receives  as an early  retirement
          benefit if he takes early  retirement  effective on or after the third
          anniversary of his Date of Termination  and prior to his  sixty-second
          birthdate; and

     (b)  An amount to the Trustee of WNB's pension plan to provide to Executive
          at age  sixty-two  (62) an  early  retirement  benefit  equal  to what
          Executive  would have been entitled to receive upon  retirement at age
          62 had he continued  employment with WNB (at the same  compensation he
          was  receiving on the Date of  Termination);  provided  however  that,
          alternatively,  the Company may  purchase  and provide to Executive an
          annuity to supplement the amount Executive will be entitled to receive
          upon  early  retirement  at age 62 so that  the  total  of the  annual
          annuity  payment and such annual early  retirement  benefit will equal
          the annual  retirement  benefit  Executive would have been entitled to
          receive had he remained employed with WNB to age 62.

5.   No Obligation to Mitigate Damages;  No Effect on Other Contractual  Rights.
     ---------------------------------------------------------------------------
     (a) The Executive  shall not be required to mitigate  damages or the amount
     of  any  payment  provided  for  under  this  Agreement  by  seeking  other
     employment of otherwise,  not shall the amount of any payment  provided for
     under this Agreement be reduced by any compensation earned by the Executive
     as the  result  of  employment  by  another  employer  after  the  Date  of
     Termination,  or otherwise,  except that such compensation shall be reduced
     by any  compensation  earned by the Executive within three (3) years of the
     Date of Termination as a result of employment by a competitor of WNB at any
     office of such competitor which is located within  seventy-five  (75) miles
     of Oneonta, NY.

          (b)  The provisions of this  Agreement,  and any payment  provided for
               hereunder,  shall not reduce any amounts otherwise payable, or in
               any way diminish the Executive's existing rights, or rights which
               would accrue solely as a result of the passage of time, under any
               Benefit  Plan,  Incentive  Plan or  Securities  Plan,  employment
               agreement or other contract, plan or arrangement.

6.   Successor to the Company.  (a) The Company will require any successor to or
     ------------------------
     assignee of (whether direct or indirect, by purchase, merger, consolidation
     or otherwise) all or substantially  all of the business and/or assts of the
     Company, by agreement in form and substance  satisfactory to the Executive,
     expressly,  absolutely and  unconditionally  to assume and agree to perform
     this  Agreement  in the same manner and to the same extent that the company
     would be required to perform it if no such  succession  or  assignment  had
     taken place.  Any failure of the Company to obtain such agreement  prior to
     the  effectiveness of any such succession or assignment shall be a material
     breach of this  Agreement  and  shall  entitle  the  Executive  to  proceed
     hereunder  as  though  he  had  the  right  to  terminate  the  Executive's
     employment with WNB for Good Reason.  As used in this Agreement,  "Company"
     shall mean the  Company as  hereinbefore  defined and any  successor  to or
     assignee of its  business  and/or  assets as aforesaid  which  executes and
     delivers the  agreement  provided for in this Section 6 or which  otherwise
     becomes  bound  by all  the  terms  and  provisions  of this  Agreement  by
     operation  of law.  If at any time during the term of  this  Agreement  the
     Executive  is  employed  by  any  corporation  a  majority  of  the  voting
     securities  of which is then  owned by the  Company,  "Company"  as used in
     Sections 3, 4 11 and 12 hereof shall in addition include such employer.  In
     such  event,  the  company  agrees  that it shall pay or shall  cause  such
     employer to pay any  amounts  owed to the  Executive  pursuant to Section 4
     hereof.

          (b)  This  Agreement  shall inure to the benefit of and be enforceable
               by the Executive's personal and legal representatives, executors,
               administrators,  successors,  heirs,  distributees,  devisees and
               legatees. If the Executive should die while any amounts are still
               payable to him  hereunder,  all such  amounts,  unless  otherwise
               provided  herein,  shall be paid in accordance  with the terms of
               this  Agreement to the  Executive's  devisee,  legatee,  or other
               designee,  or if there be no such  designee,  to the  Executive's
               estate.
<PAGE>


7.   Notice.   For   purposes   of  this   Agreement,   notices  and  all  other
     ------
     communications  provided for in the Agreement shall be in writing and shall
     be deemed to have been duly given when delivered or mailed by United States
     registered mail, return receipt requested, postage prepaid, as follows:

                           If to the Company or to WNB:

                                    The Wilber Corporation
                                    245 Main Street
                                    Oneonta, NY   13820

                           If to the Executive:

                                    Alfred S. Whittet
                                    132 Forest Lane
                                    West Oneonta, NY   13861

     Or such other  address as either  party may have  furnished to the other in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

8.   Miscellaneous.  No provisions of this Agreement may be modified,  waived or
     -------------
     discharged  unless such waiver,  modification  or discharge is agreed to in
     writing signed by the Executive and the Company.  No waiver by either party
     hereto at any time of any breach by the other party  hereto,  or compliance
     with,  any condition or provision of this Agreement to be performed by such
     other party shall be deemed a waiver of similar or dissimilar provisions or
     conditions at the same or at any prior or subsequent time. No agreements or
     representations, oral or otherwise, express or implied, with respect to the
     subject  matter  hereof  have been made by either  party  which are not set
     forth expressly in this Agreement.  This Agreement shall be governed by and
     construed in accordance with the laws of the State of New York.


9.   Validity.  The  invalidity or  unenforceability  of any  provisions of this
     --------
     Agreement  shall not affect the  validity  or  enforceability  of any other
     provision of this Agreement, which shall remain in full force and effect.

10.  Counterparts.  This Agreement may be executed in one or more  counterparts,
     ------------
     each of which shall be deemed to be an original  but all of which  together
     will constitute one and the same instrument.

11.  Legal  fees and  Expenses.  In the  event  Executive  prevails  in any such
     -------------------------
     contest, the Company shall pay all reasonable legal fees and expenses which
     the  Executive  may  incur  as a result  of the  Company's  contesting  the
     validity,   enforceability  or  the  Executive's   interpretation   of,  or
     determinations under, this Agreement.

12.  Confidentiality.  The  Executive  shall  retain in  confidence  any and all
     ---------------
     confidential  information known to the Executive concerning the Company and
     WNB and its business so long as such information is not otherwise  publicly
     disclosed.

13.  Death.  This Agreement  shall inure to the benefit of and be enforceable by
     -----
     the   Executive's    personal   or   legal    representative,    executors,
     administrators,  successors, heirs, distributes,  devisees and legatees. If
     the  Executive  shall die while any  amount  would  still be payable to the
     Executive  hereunder  (other  than  the  amounts  which,  by  their  terms,
     terminate  upon the death of the  Executive) if the Executive had continued
     to live, all such amounts,  unless otherwise provided herein, shall be paid
     in accordance  with the terms of this Agreement to the executors,  personal
     representatives or administrators of the Executive's estate.

<PAGE>


14.  Arbitration  Procedures.  All disputes  relating to this Agreement shall be
     -----------------------
     submitted  to  expedited  commercial  arbitration  under  the  rules of the
     American  Arbitration   Association  in  Binghamton,   New  York,  with  an
     arbitrator  who is mutually  acceptable to both parties  being  selected to
     preside over such  arbitration.  The Federal Rules of Evidence shall apply,
     and the arbiter shall  establish  the  applicable  rules of discovery.  The
     prevailing  party in any arbitration  shall be entitled to recover from the
     other  party  all  fees  and  expenses   (including,   without  limitation,
     reasonable  attorneys' fees and disbursements)  incurred in connection with
     such  arbitration.  The arbiter shall determine the scope of arbitrability.
     The only  judicial  relief  shall be (a) interim  equitable  relief and (b)
     relief in aid or to enforce arbitration.

15.  No Right to Continued Employment. Nothing in this Agreement shall be deemed
     --------------------------------
     to give  Executive  the  right to be  retained  in the  employ of WNB or to
     interfere  with the right of WNB to discharge the Executive at any time and
     for any lawful reason, subject in all cases to the terms of the Agreement.

16.  No Assignment of Benefits.  Except as otherwise  provided herein or by law,
     --------------------------
     no  right  or  interest  of any  Executive  under  the  Agreement  shall be
     assignable  or  transferable,  in whole or in part,  either  directly or by
     operation of law or otherwise,  including without  limitation by execution,
     levy,  garnishment,  attachment,  pledge  or in any  manner;  no  attempted
     assignment or transfer thereof shall be effective; and no right or interest
     of any Executive  under this Agreement  shall be liable for, or subject to,
     any obligation or liability of such Executive.

17.  Reduction of Benefits by Legally  Required  Benefits.  Notwithstanding  any
     -----------------------------------------------------
     other  provision of this Agreement to the contrary,  if WNB is obligated by
     law or by contract  (other than under this Agreement) to pay severance pay,
     a termination indemnity, notice pay, or the like, or if WNB is obligated by
     law or by  contract  to  provide  advance  notice  of  separation  ("Notice
     Period"),  then any severance  benefits  hereunder  shall be reduced by the
     amount of any such severance pay, termination indemnity,  notice pay of the
     like, as applicable,  and by the amount of any pay received with respect to
     any Notice Period.



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


                                         THE WILBER CORPORATION


                                         By /s/ Brian R. Wright
                                            ------------------------------------
                                         Name: Brian R. Wright

                                         Title:  Chairman



                                         /s/ Alfred S. Whittet
                                        ----------------------------------------
                                         Alfred S. Whittet, Executive