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                                                                    EXHIBIT 10.9

                     FINGER LAKES FINANCIAL CORPORATION AND
                      SAVINGS BANK OF THE FINGER LAKES, FSB

                RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS

                    Initial Effective Date February 12, 1996

                     Restatement Effective December 7, 1998

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                     FINGER LAKES FINANCIAL CORPORATION AND
                      SAVINGS BANK OF THE FINGER LAKES, FSB

                RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS

                                    ARTICLE I

                                     PURPOSE

      The purpose of this Restated Deferred Compensation Plan for Directors (the
"Plan") is to provide current tax planning opportunities as well as supplemental
funds for retirement or death for eligible directors of Savings Bank of the
Finger Lakes, FSB (the "Bank") and Finger Lakes Financial Corporation (the
"Company"). This Plan was initially adopted by resolution of the Board of
Directors of the Bank on February 12, 1996. The Plan was restated, effective
December 7, 1998.

                                   ARTICLE II

                                   DEFINITIONS

      For the purposes of this Plan, the following terms may have the meanings
indicated, unless the context clearly indicates otherwise:

      2.1 Account. "Account" means the Account as maintained by the Bank and/or
the Company in accordance with Article IV with respect to any deferral of
Compensation pursuant to this Plan. A Director's Account shall be utilized
solely as a device for the determination and measurement of the amounts to be
paid to the Director pursuant to the Plan. A Director's Account shall not
constitute or be treated as a trust fund of any kind.

      2.2 Bank. "Bank" means Savings Bank of the Finger Lakes, FSB, a federally
chartered savings bank, or any successor to the business thereof, and any
affiliated or subsidiary corporations designated by the Board. If the chief
executive officer of the Bank is a Director but he is not separately compensated
for serving as a Director then, for purposes of this Plan, his Compensation
shall be the remuneration he receives as chief executive officer.

      2.3 Beneficiary. "Beneficiary" means the person or persons (and their
heirs) designated as Beneficiary in the Directors Beneficiary Designation
(attached as Exhibit B) to whom the deceased Director's legal representative.
The Beneficiary Designation shall be valid when filed with the Committee. If no
Beneficiary is so designated, "Beneficiary" means the Director's surviving
spouse, or if no spouse survives the Director then the Director will be deemed
the Beneficiary. The Director shall have the right to change any prior
Beneficiary 

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Designation, without the consent of the prior Beneficiary, by filing a new
Beneficiary Designation with the Committee.

      2.4 Board. "Board" means the Board of Directors of the Bank and/or the
Company, as applicable.

      2.5 Change in Control. "Change of Control" shall mean 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 Bank or 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 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, however, that this sub-section (b) shall not apply if the Incumbent
Board is replaced by the appointment by a Federal banking agency of a
conservator or receiver for the Bank provided further, that any person becoming
a director subsequent to the date hereof whose election was approved by a vote
of at least three-quarters of 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 Bank or the Company or similar
transaction in which the Bank or 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.

      2.6 Committee. "Committee" means the Compensation Committee of the
Company's Board of Directors which shall appointed to administer the Plan
pursuant to Article VII.

      2.7 Company. "Company" shall mean Finger Lakes Financial Corp., the
mid-tier holding company of the Bank. If the chief executive officer of the
Company is a Director but he 


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is not separately compensated for serving as a Director then, for purposes of
this Plan, his Compensation shall be the remuneration he receives as chief
executive officer.

      2.8 Compensation. "Compensation" means any Board or Committee fees or
retainer to which the Director becomes entitled during the Deferral Period.

      2.9 Deferral Agreement. "Deferral Agreement" means the agreement filed by
a Director and in which the Director elects to defer the receipt of Compensation
during a Deferral Period. The Deferral Agreement must be filed with the
Committee prior to the beginning of the Deferral Period. A new Deferral
Agreement or Notice of Adjustment of Deferral may be submitted by the Director
for each Deferral Commitment. If the Director fails to submit a new Deferral
Agreement or Notice of Adjustment of Deferral prior to the beginning of a
Deferral Period, deferrals for such period shall be made in accordance with the
last submitted Deferral Agreement.

      2.10 Deferral Commitment. "Deferral Commitment" means an election to defer
Compensation made by a Director pursuant to Article III and for which a separate
Deferral Agreement has been submitted by the Director to the Committee.

      2.11 Deferral Period. "Deferral Period" means the period over which a
Director has elected to defer a portion of his Compensation.

      2.12 Determination Date. "Determination Date" means the last day of each
calendar month.

      2.13 Director. "Director" means a member of the Board.

      2.14 Disability. "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of a Director to perform the
work customarily assigned to him. Additionally, a medical doctor selected or
approved by the Board must advise the Committee that it is either not possible
to determine when such Disability will terminate or that it appears probable
that such Disability will be permanent during the remainder of such Director's
lifetime. In no event shall a Disability be deemed to occur or to continue after
a Director's Normal Retirement Date.

      2.15 Investment Options. "Investment Options" means the investment options
designated by the Committee from which each Director may express a preference,
as described in Article IV, for the constructive investment of his Account.
Investment Options may include, for example, (i) equity markets (including the
stock of the Company or its successors), (ii) money market securities (i.e.,
Treasury bills or other obligations of the United States government or any state
government or municipality, certificates of deposit), or (iii) assets which can
be liquidated within sixty (60) days with no loss of principal. Investment
Options are subject to change from time to time as the Committee, in its
discretion, deems necessary or appropriate. Investment 


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Options shall be used as earning indices as described in Section 4.4. No
provision of the Plan shall be construed as giving any Director an interest in
any of these Investment Options nor shall any provision require that the Company
make any investment in any option.

      2.16 Notice of Adjustment of Deferral. "Notice of Adjustment of Deferral"
means the Notice which the Director may submit for Deferral Periods following
the initial Deferral Period in which the initial Deferral Agreement is
submitted. The Notice of Adjustment of Deferral shall set forth the Director's
elections with respect to deferrals for said period.

      2.17 Plan Benefit. "Plan Benefit" means the benefit payable to a Director
as calculated in Article V.

      2.18 Trustee. "Trustee" means the Trustee, if any, of any grantor trust
which may be established by the Bank and the Company to accumulate assets for
the purpose of funding the benefits promised under this Plan.

                                   ARTICLE III

                     PARTICIPATION AND DEFERRAL COMMITMENTS

      3.1 Eligibility and Participation.

            (a) Eligibility. Eligibility to participate in the Plan shall be
      limited to members of the Board.

            (b) Participation. A Director may elect to participate in the Plan
      with respect to any Deferral Period by submitting, as to the initial
      Deferral Period, a Deferral Agreement (as set forth at Exhibit A) or, as
      to subsequent Deferral Periods, a Notice of Adjustment of Deferral (as set
      forth at Exhibit C). Said Deferral Agreement or Notice of Adjustment of
      Deferral shall be submitted to the Committee by December 15 of the
      calendar year immediately preceding the Deferral Period. If a previously
      eligible Director fails to submit a new Deferral Agreement or Notice of
      Adjustment of Deferral for a Deferral Period, the Committee shall treat
      the previously submitted Deferral Agreement or Notice of Adjustment of
      Deferral as still in effect. Any election to defer entered into before the
      restatement of the Plan shall remain effective until a Notice of
      Adjustment of Deferral is submitted in the appropriate time period. In the
      event that a Director first becomes eligible to participate during a
      calendar year, a Deferral Agreement must be submitted to the Committee no
      later than thirty (30) days following notification of the Director of
      eligibility to participate, and such Deferral Agreement shall be effective
      only with regard to Compensation earned or payable following the
      submission of the Deferral Agreement to the Committee.


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            3.2 Form of Deferral. Except as provided in Section 3.1(b) above, a
      Director must elect in the Deferral Agreement to defer any portion of his
      Compensation for the calendar year following the calendar year in which
      the Deferral Agreement is submitted.

            3.3 Modification of Deferral Commitment. A Deferral Commitment made
      with respect to a Deferral Period shall be irrevocable except that the
      Committee may permit a Director to reduce the amount to be deferred, or
      waive the remainder of the Deferral Commitment upon a finding that the
      Director has suffered a severe financial hardship, as set forth in Section
      5.4 and except as provided in Section 5.7.

                                   ARTICLE IV

                         DEFERRED COMPENSATION ACCOUNTS

      4.1 Accounts. For record keeping purposes only, an Account shall be
maintained for each Director. Separate subaccounts shall be maintained to the
extent necessary to properly reflect the Director's total vested Account
balance.

      4.2 Elective Deferred Compensation. The amount of Compensation that a
Director elects to defer shall be withheld from each payment of Compensation and
credited to the Director's Account as the nondeferred portion of the
Compensation becomes or would have become payable. Any withholding of taxes or
other amounts with respect to deferred Compensation which is required by state,
federal or local law shall be withheld from the Director's nondeferred
Compensation to the maximum extent possible with any excess being withheld from
the Director's Account.

      4.3 Determination of Accounts. Each Director's Account as of each
Determination Date will consist of the balance of the Director's Account as of
the immediately preceding Determination Date, increased by Compensation deferred
pursuant to a Deferral Commitment and earnings, and decreased by distributions
and losses, since that Determination Date.

      4.4 Determination of Earnings. Subject to such limitations as may from
time to time be required by law or imposed by the Committee, and subject to such
operating rules and procedures as may be imposed from time to time by the
Committee, each Director may express to the Committee a preference as to how the
Director's Account should be constructively invested among the Investment
Options. The Director's investment preference shall be set forth on an
Investment Election Form (attached as Exhibit D).

            (a) Any initial or subsequent expression of investment preference
            shall be in writing, on a form provided by and filed with the
            Committee, and shall be subject to such rules and procedures as the
            Committee may promulgate from time to time, including rules as to
            when an expression of investment preference will be effective.


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            In the event a grantor trust has been established, the Committee may
            choose to forward the Directors expression of investment preference
            to the Trustee.

            (b) The contributions and credits and other amounts added to a
            Director's Account shall be constructively invested in accordance
            with the then effective designation of investment preference and (i)
            as of the effective date of any new investment preference, all or a
            portion of the Director's Account at that date shall be
            constructively reallocated among the designated Investment Options
            according to the directions specified in the investment preferences
            unless and until a subsequent investment preference shall be filed
            and become effective. Unless otherwise announced by the Committee,
            investment preferences may be changed no more than two times per
            calendar year and must be received by the Committee no less than ten
            (10) days before the effective date of the change. In the event the
            Committee fails to honor a Directors expression of investment
            preference, in whole or in part, the Committee shall so inform the
            Director as soon as reasonably practicable.

            (c) If the Committee receives an initial or revised investment
            preference which it deems to be incomplete, unclear or improper, the
            Director's investment preference then in effect shall remain in
            effect (or, in the case of a deficiency in an initial investment
            preference) until the next Determination Date, unless the Committee
            provides for, and permits the application of, corrective action
            prior to that time. The Committee shall announce to the Director a
            default Investment Option, which shall be substituted for the
            Director's investment preference for any portion of his Account from
            which he fails to file an investment preference.

            (d) All investment preferences shall be advisory only and shall not
            bind the Company. The Company shall not be obligated to invest any
            funds in connection with this Plan. If, however, the Company chooses
            to establish a grantor trust in which to invest funds to provide for
            its liabilities under this Plan, the Trustee shall have complete
            discretion as to investment.

            (e) Each Director's Account will be credited with earnings or losses
            as if the Account were actually invested in accordance with the
            Director's expression of investment preference, as follows. As of
            each Determination Date, the net earnings or losses of each
            Investment Option since the preceding Determination Date shall be
            allocated among all Accounts in accordance with the preferences
            indicated by each Director as though the Accounts had been invested
            in the Investment Option in accordance with each Director's
            indicated preference. For purposes of this allocation, the Account
            of each Director will consist of the balance of the Account as of
            the preceding Determination Date, adjusted (i) by adding to the
            balance any elective deferred Compensation made since the preceding
            Determination Date and (ii) by subtracting from such balance all
            distributions made


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            to the Director or to a Beneficiary. Each Account shall be further
            adjusted to reflect any changes in investment preferences which have
            become effective since the last Determination Date.

            (f) If it is determined that the constructive value of an Account as
            of any date on which distributions are to be made differs materially
            from the constructive value of the Account on the prior
            Determination Date upon which the distribution is to be based, the
            Committee, in its discretion, shall have the right to designate any
            date in the interim as a Determination Date for the purpose of
            constructively revaluing the Account so that the Account from which
            the distribution is being made will, prior to the distribution,
            reflect its share of such material difference in value. Similarly,
            the Committee may adopt a policy of providing for regular interim
            valuations without regard to the materiality of changes in the value
            of the Accounts.

      4.5 Vesting of Accounts. A Director shall be one hundred percent (100%)
vested at all times in the amount of Compensation elected to be deferred under
this Plan and earnings thereon.

      4.6 Statement of Accounts. The Committee shall submit to each Director
during the month of January, or as soon thereafter as is reasonably practicable,
a statement setting forth the balance to the credit of the Account maintained
for a Director as of the immediately preceding December.

                                    ARTICLE V

                                  PLAN BENEFITS

      5.1 Plan Benefit. If a Director terminates service for reasons other than
death, the Bank shall pay to the Director a Plan Benefit equal to the Director's
vested Account, as determined in accordance with Article IV.

      5.2 Death Benefit. Upon the death of a Director, the Bank and/or the
Company, as applicable, shall pay to the Director's Beneficiary an amount
determined as follows:

            (a) If the Director dies after termination of service with the Bank
      and/or the Company, as applicable, the remaining unpaid balance of the
      Director's vested Account shall be paid in the same form that payments
      were being made prior to the Director's death.

            (b) If the Director dies prior to termination of service with the
      Bank and/or the Company, as applicable, the amount payable shall be the
      Director's Account balance. Payments shall be made in accordance with
      Section 5.5.


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            (3) Notwithstanding anything else herein, the Committee may, in its
      sole discretion, pay the Director's Account to the Beneficiary in a lump
      sum.

      5.3 Accelerated Distribution. Notwithstanding any other provision of the
Plan, at any time after a Change in Control, upon written request to the
Committee and with the consent of the Committee, a Director shall be entitled to
receive a lump sum distribution of the Director's vested Account balance. The
Committee shall make a determination on distribution within thirty (30) days of
receipt of the written request from the Director. The amount payable under this
Section shall be paid in a lump sum within thirty (30) days following consent to
such payment by the Board which shall be the fair market value of the Account
balance on the date of distribution. In the event that a Director requesting an
accelerated distribution is a member of the Committee, the Director shall not
participate in any decision made with respect to such Directors request.

      5.4 Hardship Distributions. Upon a finding that a Director has suffered an
unforeseeable emergency, the Committee may, in its sole discretion, make
distributions from the Director's Account prior to the time specified for
payment of benefits under the Plan. An unforeseeable emergency shall be defined
as a severe financial hardship to the Director resulting from a sudden and
unexpected illness or accident of the Director or of a dependent (as defined in
Internal Revenue Code section 152) of the Director, loss of the Director's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Director.
The amount of such distribution shall be limited to the amount reasonably
necessary to meet the Director's requirements during the financial hardship. The
circumstances that shall constitute an unforeseeable emergency will depend upon
the facts of each case, but, in any case, payment shall not be made to the
extent that such hardships is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the Director's
assets to the extent such liquidation would not itself cause severe financial
hardships, or (iii) by cessations of deferrals under the Plan. Examples of what
are not considered to be unforeseeable emergencies include the need to send the
Director's child to college or the decision to purchase a new home.

      5.5 Form of Benefit Payment.

            (a) All Plan Benefits other than Hardship Distributions shall be
      paid in the form selected by the Director at the time of the Deferral
      Commitment. A Director may specify a single period for payment of his
      entire Account, or separate Deferral Periods with respect to each
      separated Deferral Commitment. Distributions from a Director's Account
      shall be made by the Bank and/or the Company, as applicable, in
      substantially equal annual installments for a period specified by the
      Director which generally may not be longer than fifteen years or less then
      five years, subject to the alternative distribution elections of Section
      5.3 and 5.4. Earnings and losses shall continue to be credited to the
      Director's Account on the amounts remaining until the Account is fully
      distributed.


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            (b) If for any Deferral Commitment a Director fails to elect a form
      of benefit payment, the form shall be the form of payment elected on the
      most recent past Deferral Commitment.

            (c) A Director's Account may be distributed in cash, or in the event
      the Company has established a grantor trust and such trust holds
      investments that include Investment Options selected by the Director for
      the constructive investment of his Account, the Committee may, in its sole
      discretion, direct the Trustee to distribute assets in kind from the trust
      in satisfaction of all or part of the Company's obligation to make
      distributions to the Director.

      5.6 Commencement of Payments. Payments under the Plan shall commence and
shall be paid in accordance with the Director's elections under the Directors
Deferral Agreement and Notice of Adjustment of Deferral.

      5.7 Modification of Deferral Period. In the event a Director desires to
modify his Deferral Period with respect to amounts accrued in his Account, the
Director may do so, provided that any such modification is made no later than
twenty-four (24) months prior to the date of the commencement of payments under
both (i) the Directors present Deferral Agreement and/or Notice of Adjustment of
Deferral, and (ii) the Directors Deferral Agreement as modified.

      5.8 Determination of Annual Installments. Benefits payable in annual
installments hereunder shall be determined as follows. For example, in the event
of five (5) annual installments, the first annual installment shall equal
one-fifth of the Director's Account. The second annual installment shall equal
one-fourth of the Director's Account, as increased during the year by interest
and/or earnings on said Account. The third annual installment shall equal
one-third of the Director's Account, the fourth annual installment shall equal
one-half of the Director's Account and the final installment shall equal the
balance of the Director's Account. Each succeeding installment shall be paid on
the anniversary date of the immediate preceding installment.

                                   ARTICLE VI

                       PLAN BENEFITS IN THE EVENT OF DEATH

      6.1 Plan Benefits in the Event of Death. If the Director should die before
receiving said Plan Benefits payable hereunder, the Bank and/or the Company, as
applicable, shall pay the Director's Account to the Director's Beneficiary,
commencing within thirty (30) days of the Director's death and payable over the
period designated in the Directors Deferral Agreement and/or Notice of
Adjustment of Deferral. Upon the written request of the Beneficiary, and in the
sole discretion and approval of the Committee, the Director's Plan Benefits may
be paid to the Beneficiary in a lump sum.


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      6.2 Effect of Payment. The payment to the deemed Beneficiary shall
completely discharge Bank's and/or the Company's, as applicable, obligations
under this Plan.

                                   ARTICLE VII

                                 ADMINISTRATION

      7.1 Committee; Duties. This Plan shall be administered by the Committee.
The Committee shall have the authority to make, amend, interpret, and enforce
all appropriate rules and regulations for the administration of this Plan and
decide or resolve any and all questions, including interpretations of this Plan,
as may arise in connection with the Plan. A majority vote of the Committee
members shall control any decision.

      7.2 Agents. The Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Bank and/or the Company.

      7.3 Binding Effect of Decisions. The decision or action of the Committee
in respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules of
regulations promulgated hereunder shall be final, conclusive and binding upon
all persons having any interest in the Plan.

      7.4 Indemnity of Committee. The Company shall indemnify and hold harmless
the members of the Committee against any and all claims, loss, damage, expense
or liability arising from any action or failure to act with respect to this
Plan, except in the case of gross negligence or willful misconduct.

                                  ARTICLE VIII

                                CLAIMS PROCEDURE

      8.1 Claim. Any person claiming a benefit, requesting an interpretation or
ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee, which shall respond in writing within
ninety (90) days.

      8.2 Denial of Claim. If the claim or request is denied, the written notice
of denial shall state:

            (a) The reasons for denial, with specific reference to the Plan
      provisions on which the denial is based.

            (b) A description of any additional material or information required
      and an explanation of why it is necessary.


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            (c) An explanation of the Plan's claim review procedure.

      8.3 Review of Claim. Any person whose claim or request is denied or who
has not received a response within ninety (90) days may request review by notice
given in writing to the Committee. The claim or request shall be reviewed by the
Committee who may, but shall not be required to, grant the claimant a hearing.
On review, the claimant may have representation, examine pertinent documents,
and submit issues and comments in writing.

      8.4 Final Decision. The decision on review shall normally be made within
sixty (60) days. If an extension of time is required for a hearing or other
special circumstances, the claimant shall be notified and the time limit shall
be one hundred twenty (120) days. The decision shall be in writing and shall
state the reasons and the relevant Plan provisions.

      8.5 Arbitration. If a claimant continues to dispute the benefit denial
based upon completed performance of this Plan and the Deferral Agreement or the
meaning and effect of the terms and conditions thereof, then the claimant 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.

                                   ARTICLE IX

                        AMENDMENT AND TERMINATION OF PLAN

      9.1 Amendment. The Board may at any time amend the Plan in whole or in
part, provided, however, that no amendment shall be effective to decrease or
restrict the amount accrued to the date of Amendment in any Account maintained
under the Plan.

      9.2 Bank's and Company's Right to Terminate. The Boards of the Bank and
the Company, acting jointly, may at any time partially or completely terminate
the Plan if, in its judgment, the tax, accounting, or other effects of the
continuance of the Plan, or potential payments thereunder, would not be in the
best interests of the Bank and the Company.

            (a) Partial Termination. The Board of the Bank and the Company may
      partially terminate the Plan by instructing the Committee not to accept
      any additional Deferral Commitments. In the event of such a Partial
      Termination, the Plan shall continue to operate and be effective with
      regard to Deferral Commitments entered into prior to the effective date of
      such Partial Termination.

            (b) Complete Termination. The Board may completely terminate the
      Plan by instructing the Committee not to accept any additional Deferral
      Commitments, and by terminating all ongoing Deferral Commitments. In the
      event of Complete Termination, the Plan shall cease to operate and the
      Bank 


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      and/or the Company, as applicable, shall pay out to each Director their
      Account as if that Director had terminated service as of the effective
      date of the Complete Termination. Payments shall be made in equal annual
      installments over the period listed below, based on the Account balance:

<TABLE>
<CAPTION>
      Appropriate Account Balance                                 Payout Period
      ---------------------------                                 -------------

<S>                                                                  <C>   
      Less than $10,000.................................             1 Year
      $10,000 but less than $50,000.....................             3 Years
      More than $50,000.................................             5 Years
</TABLE>

                                    ARTICLE X

                                  MISCELLANEOUS

      10.1 Unfunded Plan. This Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of management or highly compensated employees or directors. This Plan is
not intended to create an investment contract, but to provide tax planning
opportunities and retirement benefits to eligible individuals who have elected
to participate in the Plan. Eligible individuals are select members of
management who, by virtue of their position with the Bank and/or the Company,
are uniquely informed as to the Bank's and/or the Company's operations and have
the ability to materially affect the Bank's and/or the Company's profitability
and operations.

      10.2 Unsecured General Creditor. Directors and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interest or
claims in any property or assets of Bank and/or the Company, nor shall they be
Beneficiaries of, or have any rights, claims or interests in any life insurance
policies, annuity contracts or the proceeds therefrom owned or which may be
acquired by Bank and/or the Company. Such policies or other assets of Bank
and/or the Company shall not be held under any trust for the benefit of
Directors, their Beneficiaries, heirs, successors or assigns, or held in any way
as collateral security for the fulfilling of the obligations of Bank and/or the
Company under this Plan. Any and all of Bank's and/or the Company's assets and
policies shall be, and remain, the general, unpledged, unrestricted assets of
Bank and/or the Company. Bank's and/or Company's obligation under the Plan shall
be that of an unfunded and unsecured promise of Bank and/or Company to pay money
in the future.

      10.3 Trust Fund. The Bank and/or the Company, as applicable, shall be
responsible for the payment of all benefits provided under the Plan. At its
discretion, the Bank and/or the Company may establish one or more grantor
trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the Bank's
and/or the Company's creditors. To the extent any benefits provided under the
Plan are actually paid from any such trust, the Bank and/or the 


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Company shall have no further obligation with respect thereto, but to the extent
not so paid, such benefits shall remain the obligation of, and shall be paid by,
the Bank and/or the Company, as applicable.

      10.4 Payment to Director, Legal Representative or Beneficiary. Any payment
to any Director or the legal representative, Beneficiary, or to any guardian or
committee appointed for such Director or Beneficiary in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of all
claims hereunder, which may require the Director, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Bank and/or the Company, as applicable.

      10.5 Minimum Regulatory Capital Requirement. Notwithstanding anything
herein to the contrary, to the extent required by applicable law, no benefits
hereunder shall be earned or distributed in any year in which the Bank is not
meeting its fully phased-in capital requirements.

      10.6 Nonassignability. Neither a Director nor any other person shall have
any right to commute, sell, assign, transfer, hypothecate or convey in advance
of actual receipt the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are, expressly declared to be unassignable
and nontransferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Director or any other
person, nor be transferable by operation of law in the event of a Director's or
any other person's bankruptcy or insolvency.

      10.7 Terms. Whenever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and whenever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the plural or
the singular, as the case may be, in all cases where they would so apply.

      10.8 Captions. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.

      10.9 Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the State of New York.

      10.10 Validity. In case any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.

      10.11 Notice. Any notice or filing required or permitted to be given to
the Committee 


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<PAGE>   15

under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to any member of the Committee, the Plan
Administrator, or the Secretary of the Company. Such notice shall be deemed
given as of the date of delivery or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification.

      10.12 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Savings Bank of the Finger Lakes, FSB, Finger Lakes Financial
Corporation and their successors and assigns. The term "successors" as used
herein shall include any corporate or other business entity which shall, whether
by merger, consolidation, purchase or otherwise acquire all or substantially all
of the business and assets of the Savings Bank of the Finger Lakes, FSB, or
Finger Lakes Financial Corporation and successors of any such corporation or
other business entity.


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<PAGE>   16

      IN WITNESS WHEREOF, and pursuant to resolutions of the Board of Directors
of Savings Bank of the Finger Lakes, FSB, and Finger Lakes Financial Corporation
such corporations have caused this instrument to be executed by their duly
authorized officers effective as of the day and year first above written.

ATTEST:                                  SAVINGS BANK OF THE FINGER
                                         LAKES, FSB

By: /s/ Terry L. Hammond                 By: /s/ G. Thomas Bowers
    ---------------------------              -----------------------------------
    Secretary                                President


ATTEST:                                  FINGER LAKES FINANCIAL CORPORATION

By: /s/ Terry L. Hammond                 By: /s/ G. Thomas Bowers
    ---------------------------              -----------------------------------
    Secretary                                President


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