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EXHIBIT 10.13

                             SPLIT-DOLLAR AGREEMENT
                             ----------------------

THIS AGREEMENT, made as of the 22 day of June, 1998 by and between SAVINGS BANK
OF THE FINGER LAKES, a New York corporation (hereinafter referred to as the
"Employer"), and RALPH E SPRINGSTEAD of Geneva, New York (hereinafter referred
to as the "Employee").

WINESSETH THAT:

WHEREAS, the Employee is employed by the Employer; and

WHEREAS, the Employer is desirous of retaining the services of the Employee and
of assisting the Employee in paying for life insurance on his own life; and

WHEREAS, the Employer has determined that this assistance can be provided under
a split dollar life insurance arrangement; and

WHEREAS, the Employee has applied for, and is the owner of the insurance policy
or policies listed in the attached schedule hereto, hereinafter referred to as
the "Policy"; and

WHEREAS, the Employer and the Employee agree to make the Policy subject to this
Agreement; and

WHEREAS, the Employee has assigned the Policy to the Employer as collateral for
amounts to be advanced by the Employer under this agreement by an instrument of
assignment filed with the Insurer (hereinafter referred to as the "Assignment");

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NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, the Parties hereto hereby agree as follows:

1.   The Parties hereto agree that the Policy shall be subject to the terms and
     conditions of this Agreement and of the Assignment filed with the Insurer
     relating to the Policy. The Employee shall be the sole and absolute owner
     of the Policy and may exercise all ownership rights granted to the owner
     thereof by the terms of the Policy, except as may be otherwise provided
     herein and in the Assignment.

2.   And dividend declared on the Policy shall be applied to purchase paid-up
     additional insurance on the life of the Employee while the Employee is
     employed. The Parties hereto agree that the dividend election provisions of
     the Policy shall conform to the provisions hereof.

3.   The premium for the Policy will be paid by the Employer during the
     Employee's employment by the Employer and for any period of time that it
     may have an obligation to pay such premiums thereafter. The premium will be
     allocated between the Employee and the Employer. The Employee's share of
     the premium (term insurance allocation) shall be paid by the Employer as
     agent for the Employee and shall be charged to the Employee as cash
     compensation, and for all purposes, including the Assignment, shall be
     deemed cash compensation and not Employer paid premium.

4.   The Assignment shall not be terminated, altered or amended by the Employee
     without the express written consent of the Employer. The Parties hereto
     agree to take responsible action to cause such Assignment to conform to the
     provisions of this Agreement.

5.   a. Except as otherwise provided herein, the Employee shall not sell,
     assign, transfer, borrow against, surrender or cancel the Policy, change
     the beneficiary designation provision thereof, or terminate the dividend
     election thereof with, in any such case, the 

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     express written consent of the Employer. Notwithstanding the forgoing, the
     Employee may borrow or withdraw cash value of the Policy in excess of the
     collaterally assigned values of the Employer without action of the Board of
     Trustees. However, Policy loan interest, if any, that may accrue on any
     such transaction shall not reduce the collaterally assigned values of the
     Employer, or if such may be the case, Employee will pay such Policy loan
     interest in cash to the Insurer.

     b. The Employee shall have the right to change the beneficiary or
     beneficiaries and to borrow policy values only with regard to cash value
     and death benefit in excess of the collaterally assigned interest of the
     Employer as described under Sections 6 and 9.

     c. The Employer shall not borrow against the Policy without the express
     written consent of the Employee.

     d. Upon termination of employment, the Employee shall have the right to
     alter the dividend option, and the right to take any action with regard to
     the cash value of the policy in excess of the collaterally assigned
     interest of the Employer.

6.   a. Upon the death of the Employee, the Employer shall promptly take all
     action necessary to obtain its share of the death benefit provided under
     the Policy. 

     b. The Employer shall have the unqualified right to receive a portion of
     such Death Benefit equal to the total amount of its share of the premiums
     paid by it hereunder (hereinafter referred to as the "Net Premiums")
     without interest. The balance of the death benefit provided under the
     Policy, if any, shall be paid directly by the Insurer to the beneficiary or
     beneficiaries and in the manner designated by the Employee. No amount shall
     be paid from such death benefit to the beneficiary or beneficiaries
     designated by the Employee until the Employer or Insurer acknowledges in
     writing that the full amount due to the Employer hereunder has been paid.
     The Parties hereto agree that the beneficiary designation provision of the
     Policy shall conform to the provisions hereof.

7.   The Employer shall not merge or consolidate into or with another
     organization, or reorganize, or sell substantially all of its assets to
     another organization, fern or person unless and until such 

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     succeeding or continuing organization, firm or person agrees to assume and
     discharge the obligations of the Employer under this Agreement. Upon the
     occurrence of such event, the term "Employer" as used in this Agreement
     shall be deemed to refer to such successor or survivor organization.

8.   This Agreement shall terminate upon the Employee's death and the payment of
     proceeds pursuant to Section 6 of this Agreement.

9.   a. If the employee ceases to be employed by the employer for whatever
     reason, the Employee has the right to continue to keep the Policy in force
     either individually or through a subsequent Employer, subject to the
     requirement that the Policy cash value not be reduced through loans,
     premium payment options, or in any other manner below the amount needed to
     repay the Employer the Net Premiums paid by it hereunder.

     b. If the Employee continues to keep the Policy in force, termination of
     this Agreement shall be pursuant to Section 8 of this Agreement.

     c. If the Employee does not continue to keep the Policy in force, this
     Agreement will terminate immediately and the Employer will be repaid an
     amount equal to the lesser of (a) the Net Premiums paid by the Employer or
     (b) the cash surrender value as of the date of the Employee's termination
     of Employment.

10.  The Parties hereto agree that this Agreement shall take precedence over any
     provisions of the Assignment. The Employer agrees not to exercise any right
     possessed by it under the Assignment except in conformity with this
     Agreement.

11.  This Agreement may not be amended, altered or modified except by a written
     instrument signed by both of the Parties hereto and may not be otherwise
     terminated except as provided herein.

     a. The split-dollar arrangement contemplated herein is an exempt welfare
     plan under regulations promulgated under Title I of the Employee Retirement
     Income Security Act of 1974 ("ERISA").

     b. For purposes of ERISA, the Employer will be the "named fiduciary" and
     "plan administrator" of the split-dollar arrangement contemplated herein,
     and this Agreement is hereby designated as the written plan instrument.

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     c. The Employee or any beneficiary of his may file a request for benefits
     with the plan administrator. If a claim request is wholly or partially
     denied, the plan administrator will furnish to the claimant a notice of its
     decision within ninety (90) days in writing, and in a manner to be
     understood by the claimant, which notice will contain the following
     information:

          (i) the specific reason or reasons for the denial;
          (ii) specific reference to pertinent plan provisions upon which the
          denial is based;
          (iii) a description of any additional material or information
          necessary for the claimant to perfect the claim and an explanation as
          to why such material or information is necessary.
          (iv) an explanation of the plan's claim-review procedure describing
          the steps to be taken by a claimant who wishes to submit his claim for
          review.

     d. A claimant or his authorized representative may, with respect to any
     denied claim,

          (i) request a review upon written application filed within sixty (60)
          days after receipt by the claimant of written notice of the denial of
          his claim;

          (ii) review pertinent documents; and

          (iii) submit issues and comments in writing.

     Any request or submission will be in writing and will be directed to the
     plan administrator. The plan administrator will have the sole
     responsibility for the review of any denied claim and will take all
     appropriate steps in light of its findings. The plan administrator will
     render a decision upon review of a denied claim within sixty (60) days
     after receipt of a request for review. If special circumstances warrant
     additional time, the decision will be rendered as soon as possible, but not
     later than one hundred twenty (120) days after receipt of request for
     review. Written notice of any such extension will be furnished to the
     claimant prior to the commencement of the extension. The decision on review
     will be in writing and will include specific reasons for the decision
     written in a manner to be understood by the claimant, as well as the
     specific references of the pertinent provisions of the plan on which the
     decision is based. If the decision on review is not furnished to the
     claimant within the time limits described above, the claim will be deemed
     denied on review.

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13.  This Agreement shall be binding upon and inure to the benefit of the
     Employer and its successors and assignees and the Employee and his
     successors, assignees, heirs, executors, administrators and beneficiaries,

14.  Except as may be preempted by ERISA, this Agreement, and the rights of the
     Parties hereunder, shall be governed by and construed in accordance with,
     the laws of the State of New York.

IN WITNESS WHEREOF, the Employer has caused this Agreement to be executed by its
officer thereunto duly authorized and the Employee has hereunto set his hand and
seal, all as of the day and year first above written.

                                            SAVINGS BANK OF THE FINGER LAKES

/s/Tyna L. Borrelli                         By:    /s/Terry L. Hammond
----------------------------                       ----------------------------
Witness                                            Terry L. Hammond
                                            Title: Sr. Vice President & CFO

/s/Tyna L. Borrelli                         By:    /s/Ralph E. Springstead
----------------------------                       ----------------------------
Witness                                            Ralph E. Springstead


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