Exhibit 10.10


	
 


	
DIRECTOR
  SUPPLEMENTAL


	
 


	
RETIREMENT
  BENEFIT PLAN


	
 


	
OSWEGO
  COUNTY SAVINGS BANK


	
 


	
Oswego,
  New York


	
 


	
March
  15, 2000


	
 


	
Financial
  Institution Consulting Corporation


	
 


	
700
  Colonial Road, Suite 260


	
 


	
Memphis,
  Tennessee 38117


	
 


	
WATS:
  1-800-873-0089


	
 


	
FAX:
  (901) 684-7414


	
 


	
(901) 684-7400











DIRECTORS SUPPLEMENTAL RETIREMENT BENEFIT
PLAN


          This
Directors Supplemental Retirement Benefit Plan (the “Plan”), executed as of the
15th day March, 2000, formalizes the understanding by and between OSWEGO COUNTY
SAVINGS BANK. (the “Bank”), a state chartered savings bank, and its directors,
hereinafter referred to as “Director(s)”, who shall be eligible to participate
in this Plan by execution of a Directors Supplemental Retirement Benefit Plan
Joinder Agreement (“Joinder Agreement”) in a form provided by the Bank. Any
reference herein to the “Holding Company” shall mean the Oswego County Bancorp,
Inc. and any reference to the “Mutual Holding Company” shall mean Oswego County
Mutual Holding Co., M.H.C.


WITNESSETH:


          WHEREAS,
the Directors serve the Bank as members of the Board of Directors; and


          WHEREAS,
the Bank desires to honor, reward and recognize the Directors who have provided
long and faithful service to the Bank and to ensure the continued service on
the Board by such Directors until retirement age; and


          WHEREAS,
the Directors wish to be assured that they will be entitled to a certain amount
of extended compensation for some definite period of time from and after
retirement from active service with the Bank or other termination of service
and wish to provide their beneficiaries with benefits from and after death; and


          WHEREAS,
the Bank and the Directors wish to provide the terms and conditions upon which
the Bank shall pay such extended compensation to the Directors after retirement
or other termination of service and/or death benefits to their beneficiaries
after death; and


          WHEREAS,
the Bank and the Directors intend this Plan to be considered an unfunded
arrangement, maintained primarily to provide supplemental retirement income for
such Directors; and


          WHEREAS,
the Bank has adopted this Directors Supplemental Retirement Benefit Plan which
controls all issues relating to Retirement Benefits as described herein;


          NOW,
THEREFORE, in consideration of the premises and of the mutual promises herein
contained, the Bank and the Directors agree as follows:


SECTION I 


DEFINITIONS 


	
 

	
 


	
 

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


	
 

	
 


	
1.1

	
“Accrued Benefit” means that portion of the
  Retirement Benefit which is required to be expensed and accrued under
  generally accepted accounting principles (GAAP) by any appropriate method
  which the Bank’s Board of Directors may require in the exercise of its sole
  discretion.


	
 

	
 


	
1.2

	
“Act” means the Employee Retirement Income Security Act of 1974, as
  amended from time to time.


	
 

	
 


	
1.3

	
 “Administrator” means the
  Bank.


	
 

	
 


	
1.4

	
 “Bank” means OSWEGO COUNTY
  SAVINGS BANK and any successor thereto.


	
 

	
 


	
1.5

	
 “Beneficiary” means the
  person or persons (and their heirs) designated as Beneficiary in the
  Director’s Joinder Agreement to whom the deceased Director’s benefits are
  payable. If no Beneficiary is so designated, then the Director’s Spouse, if
  living, will be deemed the Beneficiary. If the Director’s Spouse is not
  living, then the Children of the Director will be deemed the Beneficiaries
  and will take on a per stirpes basis. If there are no living Children, then
  the Estate of the Director will be deemed the Beneficiary.


	
 

	
 


	
1.6

	
“Benefit Age” shall be the birthday on which the Director becomes
  eligible to receive the Retirement Benefit under the Plan. Such birthday
  shall be designated in the Director’s Joinder Agreement.


	
 

	
 


	
1.7

	
“Benefit Eligibility Date” shall be the date on which a Director is
  entitled to receive his Retirement Benefit. A Director’s “Benefit Eligibility
  Date” shall occur on the 1st day of the month coincident with or next
  following the month in which the Director attains his Benefit Age designated
  in the Joinder Agreement.


	
 

	
 


	
1.8

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


	
 

	
 


	
1.9

	
A “Change in Control” shall mean and include the following with
  respect to the Mutual Holding Company, the Bank, or the Holding Company:





1







	
 

	
 

	
 


	 	
(1)

	
a reorganization, merger, merger
  conversion, consolidation or sale of all or substantially all of the assets
  of the Bank, the Mutual Holding Company or the Holding Company, or a similar
  transaction in which the Bank, the Mutual Holding Company or the Holding
  Company is not the resulting entity; or


	 	
 

	
 


	 	
(2)

	
individuals who constitute the board of
  directors of the Bank, the Mutual Holding Company or the Holding Company on
  the date hereof (the “Incumbent Board”) cease for any reason to constitute at
  least a majority thereof, provided that any person becoming a director
  subsequent to the date hereof whose election was approved by a vote of at
  least three-quarters of the directors comprising the Incumbent Board, or
  whose nomination for election was approved by the Holding Company’s
  nominating committee which is comprised of members of the Incumbent Board,
  shall be, for purposes of this clause (ii) considered as though he were
  a member of the Incumbent Board.





          Notwithstanding
the foregoing, a “Change in Control” of the Bank or the Holding Company shall
not be deemed to have occurred if the Mutual Holding Company ceases to own at
least 51°% of all outstanding shares of stock of the Holding Company in
connection with a liquidation of the Mutual Holding Company into the Holding
Company or a conversion of the Mutual Holding Company from mutual to stock
form.


          In
addition, “Change in Control” shall mean and include the following with respect
to the Bank or the Holding Company in the event that the Mutual Holding Company
converts to stock form or in the event that the Holding Company issues shares
of its common stock to stockholders other than the Mutual Holding Company:


	
 

	
 

	
 


	 	
(1)

	
a change in control of a nature that 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 (hereinafter the “Exchange Act”); or


	 	
 

	
 


	 	
(2)

	
an acquisition of “control” as defined in
  the Bank Holding Company Act and applicable regulations thereunder (“BHCA”),
  as determined by the Board of Directors of the Bank or the Holding Company;
  or


	 	
 

	
 


	 	
(3)

	
at such time as:








	
 

	
(i)

	
any “person” (as the term is used in Sections 13(d) and 14(d) of the
  Exchange Act) or “group acting in concert” is or becomes the “beneficial
  owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
  of securities of the Bank representing Twenty Percent (20%) or more of the
  combined voting power of the Bank’s or Holding Company’s outstanding
  securities ordinarily having the right to vote at the elections of directors,
  except for any stock purchased by the Bank’s Employee Stock Ownership Plan
  and/or the trust under such plan; or


	 	
 

	
 


	
 

	
(ii)

	
a proxy statement is issued soliciting proxies from the stockholders
  of the Holding Company by someone other than the current management of the
  Holding Company, seeking stockholder approval of a plan of reorganization,
  merger, or consolidation of the Holding Company with one or more corporations
  as a result of which the outstanding shares of the class of the Holding
  Company’s securities are exchanged for or converted into cash or property or
  securities not issued by the Holding Company.








	
 

	
 


	
 

	
          The
  term “person” includes an individual, a group acting in concert, a
  corporation, a partnership, an association, a joint venture, a pool, a joint
  stock company, a trust, an unincorporated organization or similar company, a
  syndicate or any other group formed for the purpose of acquiring, holding or
  disposing of securities. The term “acquire” means obtaining ownership,
  control, power to vote or sole power of disposition of stock, directly or
  indirectly or through one or more transactions or subsidiaries, through
  purchase, assignment, transfer, exchange, succession or other means,
  including (1) an increase in percentage ownership resulting from a
  redemption, repurchase, reverse stock split or a similar transaction
  involving other securities of the same class; and (2) the acquisition of
  stock by a group of persons and/or companies acting in concert which shall be
  deemed to occur upon the formation of such group, provided that an investment
  advisor shall not be deemed to acquire the voting stock of its advisee if the
  advisor (a) votes the stock only upon instruction from the beneficial owner
  and (b) does not provide the beneficial owner with advice concerning the
  voting of such stock. The term “security” includes nontransferable
  subscription rights issued pursuant to a plan of conversion, as well as a
  “security,” as defined in 15 U.S.C. ss. 78c(2)(1); and the term “acting in
  concert” means (1) knowing participation in a joint activity or
  interdependent conscious parallel action towards a common goal whether or not
  pursuant to an express agreement, or (2) a combination or pooling of voting
  or other interests in the securities of an issuer for a common purpose
  pursuant to any contract, understanding, relationship, agreement or other
  arrangement, whether written or otherwise. Further, acting in concert with
  any person or company shall also be deemed to be acting in concert with any
  person or company that is acting in concert with such other person or
  company.


	
 

	
 


	
 

	
          Notwithstanding
  the above definitions, the boards of directors of the Bank or the Holding
  Company, in their absolute discretion, may make a finding that a Change in
  Control of the Bank or the Holding Company has taken place without the
  occurrence of any or all of the events enumerated above.


	 	
 

	
 


	
1.10

	
“Children” means the Director’s children, or the issue of any
  deceased Children, then living at the time payments are due the Children
  under this Plan. The term “Children” shall include both natural and adopted
  Children.


	
 

	
 


	
1.11

	
“Disability Benefit” means the monthly benefit payable to the
  Director following a determination, in accordance with Subsection 3.6, that
  he is no longer able, properly and satisfactorily, to perform his duties as
  Director.





2







	
 

	
 


	
1.12

	
“Effective Date” of this Plan shall be March 15, 2000.


	
 

	
 


	
1.13

	
“Estate” means the estate of the Director.


	
 

	
 


	
1.14

	
“Interest Factor” means monthly compounding or discounting, as
  applicable, at seven percent (7%) per annum.


	
 

	
 


	
1.15

	
“Payout Period” means the time frame during which certain benefits
  payable hereunder shall be distributed. Payments shall be made in equal
  monthly installments commencing within thirty (30) days following the
  occurrence of the event which triggers distribution for One Hundred Twenty
  (120) consecutive months. For purposes of the Survivor’s Benefits payable
  hereunder, the Payout Period shall be One Hundred Twenty (120) consecutive
  months.


	
 

	
 


	
1.16

	
“Plan Year” shall mean the calendar year.


	
 

	
 


	
1.17

	
“Spouse” means the individual to whom the Director is legally married
  at the time of the Director’s death.


	
 

	
 


	
1.18

	
“Retirement Benefit” means an annual amount payable to the Director
  in monthly installments throughout the Payout Period, equal to the amount
  designated in the Director’s Joinder Agreement and subject to Subsection 3.1.


	
 

	
 


	
1.19

	
“Survivor’s Benefit” means an annual amount payable to the
  Beneficiary in monthly installments throughout the Payout Period, equal to
  the amount designated in the Director’s Joinder Agreement and subject to
  Subsection 3.2.





SECTION II 


ESTABLISHMENT OF RABBI TRUST 


	
 

	
 


	
          The Bank
  intends to establish a rabbi trust into which the Bank intends to contribute
  assets which shall be held therein, subject to the claims of the Bank’s
  creditors in the event of the Bank’s “Insolvency” as defined in the plan
  which establishes such rabbi trust, until the contributed assets are paid to
  the Directors and their Beneficiaries in such manner and at such times as
  specified in this Plan. It is the intention of the Bank to make contributions
  to the rabbi trust to provide the Bank with a source of funds to assist it in
  meeting the liabilities of this Plan. The rabbi trust and any assets held
  therein shall conform to the terms of the rabbi trust agreement which has
  been established in conjunction with this Plan. To the extent the language in
  this Plan is modified by the language in the rabbi trust agreement, the rabbi
  trust agreement shall supersede this Plan. Any contributions to the rabbi
  trust shall be made during each Plan Year in accordance with the rabbi trust
  agreement. The amount of such contribution(s) shall be at least equal to the
  Director’s Accrued Benefit, if any, less: (i) previous contributions made on
  behalf of the Director to the rabbi trust, and (ii) earnings to date on all
  such previous contributions.





SECTION III 


BENEFITS 


	
 

	
 

	
 


	
3.1

	
 

	
Retirement Benefit. If the Director is in the service of the Bank
  until reaching his Benefit Age, the Director shall be entitled to the Retirement
  Benefit. Such Retirement Benefit shall commence on the 1st day of the month
  following the Director’s actual retirement or other termination of service on
  the Board, other than a termination of service due to the Director’s death,
  and shall be payable in monthly installments throughout the Payout Period. In
  the event a Director dies after commencement of the Retirement Benefit
  payments but before completion of all such payments due and owing hereunder,
  the Bank shall pay to the Director’s Beneficiary a continuation of the
  monthly installments for the remainder of the Payout Period.


	
 

	
 

	
 


	
 

	
 

	
A Director
  may, upon proper notice, reduce his Benefit Age so long as his Benefit Age,
  as modified, is not less than age sixty-five (65); provided however, that the
  Director has served on the Board for not less than ten {10) years from the
  effective date of this Plan. The Director must give notice in writing at
  least twelve (12) months prior to attaining his new Benefit Age, provided
  that such notice is given no later than the calendar year prior to attainment
  of the new Benefit Age. If the Director makes such an election, the Director
  shall be entitled to the annuitized value of the Accrued Benefit (using the
  Interest Factor) payable in monthly installments over the Payout Period
  commencing within thirty (30) days of the Director’s attainment of the new
  Benefit Age. In the event that the Director dies after having given notice of
  electing to retire at the new Benefit Age but before leaving the service of
  the Bank or attaining the new Benefit Age, the Director’s beneficiary will be
  entitle to the annuitized value of the Director’s Accrued Benefit (using the
  Interest Factor) payable in monthly installments over the Payout Period
  commencing within thirty (30) days of the Director’s death.


	
 

	
 

	
 


	
3.2

	
 

	
Death Prior to Benefit Age. If the Director dies prior to attaining
  his Benefit Age but while in the service of the Bank, the Director’s
  Beneficiary shall be entitled to the Survivor’s Benefit. The Survivor’s
  Benefit shall commence within thirty (30) days of the Director’s death and
  shall be payable in monthly installments throughout the Payout Period.


	
 

	
 

	
 


	
3.3

	
 

	
Voluntary or Involuntary Termination Other Than for Cause





3







	
 

	
 

	
 


	
 

	
(a)

	
If the
  Director’s service with the Bank is voluntarily or involuntarily terminated
  prior to the attainment of his Benefit Eligibility Date, for any reason other
  than for Cause, the Director’s death, disability, or following a Change in
  Control (as defined), the Director (or his Beneficiary) shall be entitled to
  the annuitized value (using the Interest Factor) of (i) his vested Accrued
  Benefit calculated as of the date of his termination of service, plus (ii)
  interest accrued on such vested Accrued Benefit from the date of termination
  until his Benefit Age.


	
 

	
 

	
 


	
 

	
 

	
Such benefit
  shall commence on the Director’s Benefit Eligibility Date and shall be
  payable in monthly installments throughout the Payout Period. In the event
  the Director dies at any time after commencement of payments hereunder, but
  prior to completion of all such payments due and owing hereunder, the Bank
  shall pay to the Director’s Beneficiary a continuation of the monthly
  installments for the remainder of the Payout Period.


	
 

	
 

	
 


	
 

	
(b)

	
If the Director dies after his voluntary or involuntary termination
  of service occurring prior to his Benefit Eligibility Date, and prior to the
  commencement of benefits hereunder, the Director’s Beneficiary shall be
  entitled to the annuitized value {using the Interest Factor) of his Accrued
  Benefit. The payment of such benefit shall commence within thirty (30) days
  of the Director’s death. The benefit shall be payable in monthly installments
  over the Payout Period.


	
 

	
 

	
 


	
3.4

	
Termination of Service Related to a Change in Control.


	
 

	
 

	
 


	
 

	
(a) 

	
If the
Director’s service is terminated (either voluntarily or involuntarily)
following or coincident with a Change in Control, the Director shall be
entitled to his full Retirement Benefit (as if he had remained in service
until his Benefit Age). Such benefit shall commence on the 1st day of the
month following his termination of service and shall be payable in monthly
installments throughout the Payout Period. In the event that the Director
dies at any time after commencement of the payments, but prior to completion
of all such payments due and owing hereunder, the Bank, or its successor,
shall pay to the Director’s Beneficiary a continuation of the monthly
installments for the remainder of the Payout Period. 


	
 

	
 

	
 


	
 

	
(b) 

	
If, after
such termination, the Director dies prior to commencement of the benefits
hereunder, the Director’s Beneficiary shall be entitled to the Survivor’s
Benefit which shall commence within thirty (30) days of the Director’s death.
The Survivor’s Benefit shall be payable in monthly installments over the
Payout Period. 


	
 

	
 

	
 


	
3.5

	
Termination for Cause. If the Director is terminated for Cause, all
  benefits under this Plan shall be forfeited and this Plan shall become null
  and void as to the Director.


	
 

	
 


	
3.6

	
Disability Benefit. Notwithstanding any other provision hereof, if
  requested by the Director and approved by the Board of Directors, the
  Director who has not attained his Benefit Eligibility Date shall be entitled
  to receive the Disability Benefit hereunder, in any case in which it is
  determined by a duly licensed physician selected by the Bank, that the
  Director is no longer able, properly and satisfactorily, to perform his
  regular duties as a Director, because of ill health, accident, disability or
  general inability due to age. If the Director’s service is terminated
  pursuant to this paragraph and Board of Director approval is obtained, the
  Director may elect to begin receiving the Disability Benefit in lieu of any
  benefit available under Section 3.3, which is not available prior to the
  Director’s Benefit Eligibility Date. The Disability Benefit shall equal the
  Director’s Accrued Benefit, annuitized {using the Interest Factor) over the
  Payout Period. The Disability Benefit shall be payable in monthly
  installments over the Payout Period commencing within thirty (30) days
  following the later of (i) the above mentioned disability determination and
  (ii) the approval of the Disability Benefit by the Board of Directors. In the
  event the Executive dies at any time after termination of employment due to
  disability but prior to commencement or completion of all payments due and
  owing hereunder, the Bank shall pay to the Executive’s Beneficiary a
  continuation of the monthly installments for the remainder of the Payout
  Period.





SECTION IV 


BENEFICIARY DESIGNATION 


	
 

	
 


	
          The Director
  shall make an initial designation of primary and secondary Beneficiaries upon
  execution of his Joinder Agreement and shall have the right to change such
  designation, at any subsequent time, by submitting to the Administrator in
  substantially the form attached as Exhibit A to the Joinder Agreement, a
  written designation of primary and secondary Beneficiaries. Any Beneficiary
  designation made subsequent to execution of the Joinder Agreement shall
  become effective only when receipt thereof is acknowledged in writing by the Administrator.





SECTION V 


DIRECTOR’S RIGHT TO ASSETS 


	
 

	
 


	
          The rights
  of the Director, any Beneficiary, or any other person claiming through the
  Director under this Plan, shall be solely those of an unsecured general
  creditor of the Bank. The Director, the Beneficiary, or any other person
  claiming through the Director, shall only have the right to receive from the
  Bank those payments so specified under this Plan. The Director agrees that
  he, his Beneficiary, or any other person claiming through him shall have no
  rights or interests whatsoever in any asset of the Bank, including any
  insurance policies or contracts which the Bank may possess or obtain to
  informally fund this Plan. Any asset used or acquired by the Bank in
  connection with the liabilities it has assumed under this Plan, unless
  expressly provided herein, shall not be deemed to be held under any trust for
  the benefit of the Director or his 





4







	
 

	
 


	
Beneficiaries,
  nor shall any asset be considered security for the performance of the
  obligations of the Bank. Any such asset shall be and remain, a general,
  unpledged, and unrestricted asset of the Bank





SECTION VI 


RESTRICTIONS UPON FUNDING 


	
 

	
 


	
          The Bank
  shall have no obligation to set aside, earmark or entrust any fund or money
  with which to pay its obligations under this Plan. The Director, his
  Beneficiaries or any successor in interest to him shall be and remain simply
  a general unsecured creditor of the Bank in the same manner as any other
  creditor having a general claim for matured and unpaid compensation. The Bank
  reserves the absolute right in its sole discretion to either purchase assets
  to meet its obligations undertaken by this Plan or to refrain from the same
  and to determine the extent, nature, and method of such asset purchases.
  Should the Bank decide to purchase assets such as life insurance, mutual
  funds, disability policies or annuities, the Bank reserves the absolute
  right, in its sole discretion, to terminate such assets at any time, in whole
  or in part. At no time shall the Director be deemed to have any lien, right,
  title or interest in or to any specific investment or to any assets of the
  Bank. If the Bank elects to invest in a life insurance, disability or annuity
  policy upon the life of the Director, then the Director shall assist the Bank
  by freely submitting to a physical examination and by supplying such
  additional information necessary to obtain such insurance or annuities.





SECTION VII 


ALIENABILITY AND ASSIGNMENT PROHIBITION 


	
 

	
 


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





SECTION VIII 


ACT PROVISIONS 


	
 

	
 


	
8.1

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


	
 

	
 


	
8.2

	
Claims Procedure and Arbitration. In the event that benefits under
  this Plan are not paid to the Director (or to his Beneficiary in the case of
  the Director’s death) and such claimants feel they are entitled to receive
  such benefits, then a written claim must be made to the Administrator within
  sixty {60) days from the date payments are refused. The Bank and its Board of
  Directors shall review the written claim and, if the claim is denied, in
  whole or in part, they shall provide in writing, within ninety (90) days of
  receipt of such claim, their specific reasons for such denial, reference to
  the provisions of this Plan or the Joinder Agreement upon which the denial is
  based, and any additional material or information necessary to perfect the
  claim. Such writing by the Bank and its Board of Directors shall further
  indicate the additional steps which must be undertaken by claimants if an additional
  review of the claim denial is desired.


	
 

	
 


	
 

	
If claimants
  desire a second review, they shall notify the Administrator in writing within
  sixty (60) days of the first claim denial. Claimants may review this Plan,
  the Joinder Agreement or any documents relating thereto and submit any issues
  and comments, in writing, they may feel appropriate. In its sole discretion,
  the Administrator shall then review the second claim and provide a written
  decision within sixty (60) days of receipt of such claim. This decision shall
  state the specific reasons for the decision and shall include reference to
  specific provisions of this Plan or the Joinder Agreement upon which the
  decision is based.


	
 

	
 


	
 

	
If claimants
  continue to dispute the benefit denial based upon completed performance of
  this Plan and the Joinder Agreement or the meaning and effect of the terms
  and conditions thereof, then claimants may submit the dispute to mediation,
  administered by the American Arbitration Association (“AAA”) (or a mediator
  selected by the parties) in accordance with the AAA’s Commercial Mediation
  Rules. If mediation is not successful in resolving the dispute, it shall be
  settled by arbitration administered by the AAA under its Commercial
  Arbitration Rules, and judgment on the award rendered by the arbitrator(s)
  may be entered in any court having jurisdiction thereof.





SECTION IX


MISCELLANEOUS 



	
 

	
 


	
9.1 

	
No Effect on Director’s Rights. Nothing contained herein will confer
  upon the Director the right to be retained in the service of the Bank nor
  limit the right of the Bank to deal with the Director without regard to the
  existence of the Plan.


	
 

	
 


	
9.2  

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






5







	
 

	
 


	
9.3

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


	
 

	
 


	
9.4

	
Incapacity of Recipient. In the event the Director is declared
  incompetent and a conservator or other person legally charged with the care
  of his person or Estate is appointed, any benefits under the Plan to which
  such Director is entitled shall be paid to such conservator or other person legally
  charged with the care of his person or Estate.


	
 

	
 


	
9.5

	
Unclaimed Benefit. The Director shall keep the Bank informed of his
  current address and the current address of his Beneficiaries. The Bank shall
  not be obligated to search for the whereabouts of any person. If the location
  of the Director is not made known to the Bank as of the date upon which any
  payment of any benefits may first be made, the Bank shall delay payment of
  the Director’s benefit payment(s) until the location of the Director is made
  known to the Bank; however, the Bank shall only be obligated to hold such
  benefit payment(s) for the Director until the expiration of thirty-six {36)
  months. Upon expiration of the thirty-six (36) month period, the Bank may
  discharge its obligation by payment to the Director’s Beneficiary. If the
  location of the Director’s Beneficiary is not made known to the Bank by the
  end of an additional two (2) month period following expiration of the
  thirty-six (36) month period, the Bank may discharge its obligation by
  payment to the Director’s Estate. If there is no Estate in existence at such
  time or if such fact cannot be determined by the Bank, the Director and his
  Beneficiary(ies) shall thereupon forfeit any rights to the balance, if any,
  of any benefits provided for such Director and/or Beneficiary under this
  Plan.


	
 

	
 


	
9.6

	
Limitations on Liability. Notwithstanding any of the preceding
  provisions of the Plan, no individual acting as an employee or agent of the
  Bank, or as a member of the Board of Directors shall be personally liable to
  the Director or any other person for any claim, loss, liability or expense
  incurred in connection with the Plan.


	
 

	
 


	
9.7

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


	
 

	
 


	
9.8

	
Effect on Other Corporate Benefit Plans. Nothing contained in this
  Plan shall affect the right of the Director to participate in or be covered
  by any other corporate benefit available to Directors of the Bank
  constituting a part of the Bank’s existing or future compensation structure.


	
 

	
 


	
9.9

	
Suicide. Notwithstanding anything to the contrary in this Plan, the
  benefits otherwise provided herein shall not be payable and this Plan shall
  become null and void with respect to the Director if the Director’s death
  results from suicide, whether sane or insane, within twenty-four (24) months
  after the execution of his Joinder Agreement.


	
 

	
 


	
9.10

	
Inurement. This Plan shall be binding upon and shall inure to the
  benefit of the Bank, its successors and assigns, and the Director, his
  successors, heirs, executors, administrators, and Beneficiaries.


	
 

	
 


	
9.11

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





SECTION X 


AMENDMENT/REVOCATION 


	
 

	
 


	
          This Plan
  shall not be amended, modified or revoked at any time, in whole or part, as
  to any Director, without the mutual written consent of the Director and the
  Bank, and such mutual consent shall be required even if the Director is no
  longer in the service of the Bank.





SECTION XI 


EXECUTION 


	
 

	
 


	
11.1

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


	
 

	
 


	
11.2

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





6







          IN
WITNESS WHEREOF, the Bank has caused this Plan to be executed on the day and
date first above written.


	
 

	
 

	
 

	
 


	
ATTEST:

	
 

	
OSWEGO COUNTY
  SAVINGS BANK


	
 

	
 

	
 


	
/s/
  Lisa King

	
 

	
By:  /s/ Gregory
  Kreis


	


	
 

	



	
 

	
 

	
Title: 

	
President
  & CEO


	
 

	
 

	
 

	
 


	
/s/ Paul
Schneible 

	
 

	
/s/
Paul Heins  


	


	
 

	



	
Paul
  Schneible

	
 

	
Paul Heins


	
 

	
 

	
 


	
 

	
 

	
 


	
/s/ Bruce
  Frassinelli

	
 

	
/s/
Michael R. Brower 


	


	
 

	



	
Bruce
  Frassinelli

	
 

	
Michael R. Brower


	
 

	
 

	
 


	
/s/ Deborah
  Stanley

	
 

	
 


	


	
 

	
 


	
Deborah
  Stanley

	
 

	
 





7







DIRECTORS SUPPLEMENTAL RETIREMENT BENEFIT
PLAN

JOINDER AGREEMENT


          I,
Lowell Seifter, and OSWEGO COUNTY SAVINGS BANK, hereby agree for good and
valuable consideration, the value of which is hereby acknowledged, that I shall
participate in the Directors Supplemental Retirement Benefit Plan (“Plan”)
established on March 15, 2000, by OSWEGO COUNTY SAVINGS BANK, as such Plan may
now exist or hereafter be modified; and do further agree to the terms and
conditions hereof.


          I
understand that I must execute this Directors Supplemental Retirement Benefit
Plan Joinder Agreement (“Joinder Agreement”) as well as notify the
Administrator of such execution in order to participate in the Plan from its
Effective Date. Otherwise, I may execute this Joinder Agreement and give notice
of such execution to the Administrator at least thirty (30) days prior to any
February 1.


          My
“Benefit Age” shall be Sixty-Five (65)>


          My
annual “Retirement Benefit” shall be Twenty-Three Thousand Seven Hundred and
Seventeen Dollars ($23,717), subject to Subsection 3.1 and all relevant
Subsections of the Plan.


          My
annual “Survivor’s Benefit” shall be Twenty-Three Thousand Seven Hundred and
Seventeen Dollars ($23,717), subject to Subsection 3.2 and all relevant
Subsections of the Plan.


          In
general, I understand that my receipt (or my Beneficiary’s receipt) of the
Retirement Benefit (or Survivor’s Benefit) shall be subject to all provisions
of the Plan.


          In
General, I understand that if I voluntarily or involuntarily terminate service
at the Bank pursuant to Subsection 3.3 of the Plan and prior to reaching my
Benefit Age, for any reason other than for Cause, my retirement benefit shall
be computed in accordance with Subsection 3.3 of the Plan, and in general such
benefit shall be based on the annuitized value of (i) my Accrued Benefit on
such date, plus (ii) interest accrued on such Accrued Benefit from the date of
termination until my Benefit Age.


          I
hereby designate the following individuals as my “Beneficiary” and I am aware
that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time, and in substantially the form attached
hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries tow hom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to
execution of the Joinder Agreement shall become effective only when receipt
thereof is acknowledged in writing by the Administrator.


	
 

	
 


	
PRIMARY
  BENEFICIARY:

	
Sharon
  McAuliffe


	
 

	
 


	
SECONDARY
  BENEFICIARY: 

	
Gabriel
  Seifter, Miriam Seifter and Catherine Wise


	
 

	
 





          I
further understand that I am entitled to review or obtain a copy of the Plan,
at any time, and may do so by contacting the Bank.


          This
Joinder Agreement shall become effective upon execution (below) by both the
Director and a duly authorized officer of the Bank.


          Dated
this ________ day of _____________________, 2002.


	
 


	
/s/Lowell
  Seifter


	



	
(Director)


	
 


	
/s/Gregory
  Kreis


	



	
(Bank’s duly
  authorized Officer)

  President & CEO





8







DIRECTORS SUPPLEMENTAL RETIREMENT BENEFIT
PLAN

JOINDER AGREEMENT


          I,
Deborah Stanley, and OSWEGO COUNTY SAVINGS BANK, hereby agree for good and
valuable consideration, the value of which is hereby acknowledged, that I shall
participate in the Directors Supplemental Retirement Benefit Plan (“Plan”)
established on March 15, 2000, by OSWEGO COUNTY SAVINGS BANK, as such Plan may
now exist or hereafter be modified; and do further agree to the terms and
conditions hereof.


          I
understand that I must execute this Directors Supplemental Retirement Benefit
Plan Joinder Agreement (“Joinder Agreement”) as well as notify the
Administrator of such execution in order to participate in the Plan from its
Effective Date. Otherwise, I may execute this Joinder Agreement and give notice
of such execution to the Administrator at least thirty (30) days prior to any
February 1.


          My
“Benefit Age” shall be Sixty-Five (65)>


          My
annual “Retirement Benefit” shall be Twenty-Four Thousand Six Hundred and Forty
Dollars ($24,640), subject to Subsection 3.1 and all relevant Subsections of
the Plan.


          My
annual “Survivor’s Benefit” shall be Twenty-Four Thousand Six Hundred and Forty
Dollars ($24,640), subject to Subsection 3.2 and all relevant Subsections of
the Plan.


          In
general, I understand that my receipt (or my Beneficiary’s receipt) of the
Retirement Benefit (or Survivor’s Benefit) shall be subject to all provisions
of the Plan.


          In
General, I understand that if I voluntarily or involuntarily terminate service
at the Bank pursuant to Subsection 3.3 of the Plan and prior to reaching my
Benefit Age, for any reason other than for Cause, my retirement benefit shall
be computed in accordance with Subsection 3.3 of the Plan, and in general such
benefit shall be based on the annuitized value of (i) my Accrued Benefit on
such date, plus (ii) interest accrued on such Accrued Benefit from the date of
termination until my Benefit Age.


          I
hereby designate the following individuals as my “Beneficiary” and I am aware
that I can subsequently change such designation by submitting to the
Administrator, at any subsequent time, and in substantially the form attached
hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries tow hom payment under the Plan shall be made in the event of my
death prior to complete distribution of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to
execution of the Joinder Agreement shall become effective only when receipt
thereof is acknowledged in writing by the Administrator.


	
 

	
 


	
PRIMARY
  BENEFICIARY:

	
Michael J.
  Stanley, husband


	
 

	
 


	
SECONDARY
  BENEFICIARY:

	
All children
  


	
 

	
 





          I
further understand that I am entitled to review or obtain a copy of the Plan,
at any time, and may do so by contacting the Bank.


          This
Joinder Agreement shall become effective upon execution (below) by both the
Director and a duly authorized officer of the Bank.


          Dated
this 16th day of March, 2000.


	
 


	
/s/Deborah
  F. Stanley


	
 


	
(Director)


	



	
/s/Gregory
  Kreis


	



	
(Bank’s duly
  authorized Officer)

  President & CEO





9