Exhibit
      10.2


    

      FAIRPORT
        SAVINGS
        BANK

      SUPPLEMENTAL
        EXECUTIVE
        RETIREMENT
        PLAN

       

    

    The
      Fairport Savings Bank (the “Employer”) hereby establishes this Fairport Savings
      Bank Supplemental Executive Retirement Plan (the “SERP” or the “Plan”)
      effective February 15, 2006. This
      Plan
      is intended to qualify as a “top hat” plan maintained primarily for purposes of
      providing benefits for a select group of management and highly compensated
      employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
      the
      Employee Retirement Income Security Act of 1974, as amended (and
      all
      rulings and regulations thereunder (“ERISA”)). It is intended to comply with
      Internal Revenue Code Section 409A and the regulation promulgated
      thereto.

     

    ARTICLE
      I

    GENERAL

    


    
      	
              1.1

            	
              Purpose
                of the Plan.
                The purpose of this Plan is to reward certain management and highly
                compensated employees of the Employer who have contributed to the
                Employer’s success and are expected to continue to contribute to such
                success in the future.

            


    

    


    
      	
              1.2

            	
              Plan
                Benefits Generally.
                Pursuant to the Plan, the Employer may provide to each Participant
                such
                benefit as provided on the terms and conditions contained in the
                Plan and
                the Participant’s individual Participation
                Agreement.

            


    

     

    
      	
              1.3

            	
              Effective
                Date.
                The effective date of the Plan is January 1,
                2006.

            


    

     

    ARTICLE
      II

    DEFINITIONS

    


    
      	
              2.1

            	
              Accrued
                SERP Benefit.
                Accrued SERP Benefit means, with respect to each Participant, the
                amount
                of accrued benefit for the Participant at the time of
                termination.

            


    

    


    
      	
              2.2

            	
              Accrued
                SERP Obligation.
                Accrued SERP Obligation means, with respect to each Participant,
                the
                amount of the Employer’s contingent liability to pay the Accrued SERP
                Benefit to such Participant. 

            


    

     

    
      	
              2.3

            	
              Administrator.
                Administrator means the Employer as defined
                herein.

            


    

     

    
      	
              2.4

            	
              Beneficiary.
                Beneficiary means the person or persons designated by a Participant
                as his
                beneficiary in accordance with the provisions of Article V and subject
                to
                the Participation Agreement.

            


    

     

    
      	2.5	
              Board.
                Board means the Board of Directors of the
                Employer.

            


    

     

    
      	2.6	
              Cause.
                Cause shall have the meaning set forth in Section
                4.2.

            


    

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	2.7	
              Change
                in Control.
                Provided
                that such definition shall be interpreted in a manner that is consistent
                with
                Code Section 409A and Treasury regulations thereunder, a “Change of
                Control” of the Employer shall mean the first to occur of any of the
                following:

            


    

    


    
      	 	
              (a)

            	
              the
                date that any one person or persons acting as a group acquires ownership
                of Employee stock constituting more than fifty percent (50%) of the
                total
                fair market value or total voting power of the
                Employer;

            


    

    


    
      	 	
              (b)

            	
              the
                date that any one person or persons acting as a group acquires (or
                has
                acquired during the 12-month period ending on the date of the most
                recent
                acquisition by such person or persons) ownership of the stock of
                the
                Employer possessing thirty-five percent (35%) or more of the total
                voting
                power of the stock of the Employer;


            


    

    


    
      	 	
              (c)

            	
              the
                date that any one person or persons acting as a group acquires assets
                from
                the Employer that have a total gross fair market value equal to or
                more
                than forty percent (40%) of the total gross fair market value of
                all of
                the assets of the Employer immediately prior to such acquisition;
                or

            


    

    


    
      	 	
              (d)

            	
              the
                date that a majority of members of the Employer’s Board is replaced during
                any 12-month period by directors whose appointment or election is
                not
                endorsed by a majority of the members of the Board prior to the date
                of
                the appointment or elections.

            


    

    


    
      	2.8	
              Employer.
                Employer means Fairport Savings
                Bank.

            


    

    


    
      	
              2.9

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

            


    

    


    
      	
              2.10

            	
              Executive.
                Executive means a management or highly compensated employee of the
                Employer designated by the Administrator as eligible to participate
                in the
                Plan.

            


    

    


    
      	
              2.11

            	
              Normal
                Retirement.
                Normal Retirement means separation from service by a Participant’s for any
                reason other than for Cause after such Participant has reached his
                Normal
                Retirement Age. A
                separation from service with the Employer shall be a Participant
                termination within the meaning of Code Section 409A(a)(2)(A)(i) and
                regulations thereunder.

            


    

    


    
      	
              2.12

            	
              Normal
                Retirement Age.
                Normal Retirement Age means the normal retirement age set forth in
                the
                Participant’s Participation Agreement.


            


    

    


    
      	
              2.13

            	
              Participant.
                Participant means any Executive who elects to participate in the
                Plan by
                entering into a Participation Agreement in accordance herewith. The
                Administrator may, from time to time in its sole discretion, with
                Cause,
                revoke a Participant’s participation in the Plan upon ninety (90) days’
                written notice. The Administrator may from time to time, in its sole
                discretion without Cause, revoke a Participant’s participation. A
                revocation without Cause shall not reduce any benefits to which the
                Participant and the Administrator have agreed the Participant is
                entitled
                to at the time of such without Cause
                revocation

            


    

     

    
      
        
        

      

      
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              2.14

            	
              Participation
                Agreement.
                Participation Agreement means a written agreement between the Employer
                and
                a Participant, pursuant to which the Employer agrees to make SERP
                Benefit
                payments in accordance with the Plan and the Participation Agreement.
                Each
                Participation Agreement shall contain such information, terms and
                conditions as the Administrator in its discretion may specify, including
                without limitation, the following:

            


    

    


    
      	 	
              (a)

            	
              the
                effective date of the Participant’s participation in the
                Plan;

            


    

    


    
      	
            	(b)	
              the
                Participant’s Normal Retirement
                Age;

            


    

    


    
      	 	
              (c)

            	
              the
                SERP Benefits to which the Participant is entitled under the Plan
                and, the
                form such benefits are to be paid in (i.e. installments or lump
                sum);

            


    

    


    
      	 	
              (d)

            	
              the
                identity of the Participant’s Beneficiary;
                and

            


    

    


    
      	 	
              (e)

            	
              any
                other provisions which supplement the terms and conditions contained
                in
                the Plan and which are not inconsistent with the terms and conditions
                of
                the Plan.

            


    

    


    
      	
              2.15

            	
              Plan.
                Plan means this Fairport Savings Bank Supplemental Executive Retirement
                Plan, as the same may be amended from time to
                time.

            


    

    


    
      	
              2.16

            	
              SERP
                Benefit.
                SERP Benefit means, with respect to each Participant, an annual cash
                benefit in the amount determined pursuant to the Participant’s
                Participation Agreement, minus any offset amounts specified therein.
                

            


    

    


    
      	
              2.17

            	
              Vesting.
                The Participant’s ownership rights in the SERP Benefit shall arise, or
                vest, solely with the occurrence of those conditions precedent to
                Vesting
                as contained in the Participation
                Agreement.

            


    

    


    
      	
              2.18

            	
              Year
                of Service.
                Year of Service shall have the meaning as set forth in the Participant’s
                Participation Agreement. 

            


    

    


    ARTICLE
      III

    ELIGIBILITY
      AND PARTICIPATION

    


    
      	
              3.1

            	
              Eligibility.
                The Administrator, in its sole discretion, shall from time to time
                determine those Executive(s) who shall be eligible to participate
                in the
                Plan.

            


    

    


    
      	
              3.2

            	
              Participation.
                Each Executive who is eligible to participate in the Plan shall enroll
                in
                the Plan by entering into a Participation Agreement and completing
                such
                other forms and furnishing such other information as the Administrator
                may
                request. An Executive’s participation in the Plan shall commence as of the
                date specified in the Participation
                Agreement.

            


    

     

    
      
        
        

      

      
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    ARTICLE
      IV

    BENEFITS

    


    
      	
              4.1

            	
              SERP
                Benefit.
                Each Participant, subject to the terms and conditions of his Participation
                Agreement, shall become entitled to receive such benefits as set
                forth in
                the executed Participation
                Agreement.

            


    

    


    
      	
              4.2

            	
              Establishment
                of SERP Accounts.
                The Employer shall keep on its books, an Accrued SERP Obligation
                Account
                in the name of each Participant which account shall reflect the Accrued
                SERP Obligation payable to each Participant. Commensurate with any
                increase Accrued SERP Obligation under the terms of any Participation
                Agreement, the Employer shall credit to the Accrued SERP Obligation
                Account of each Participant an amount equal to the such increase
                in the
                Employer’s Accrued SERP Obligation with respect to such Participant. In no
                event shall a Participant’s Accrued SERP Obligation Account be credited
                with income, gain or appreciation in any form, nor debited with any
                loss,
                depreciation or expense. Title to and beneficial interest of any
                assets,
                whether in cash or investments, which the Employer may set aside
                or
                earmark to meet its Accrued SERP Obligation hereunder shall at all
                times
                remain in the Employer and no Participant or beneficiary shall under
                any
                circumstances acquire any property interest in any specific asset
                of the
                Employer.

            


    

    


    
      	
              4.3

            	
              No
                Benefits Payable Upon Termination for Cause.
                Notwithstanding anything herein or in the Participation Agreement
                to the
                contrary, no benefits shall be payable, at the discretion of the
                Employer,
                to any Participant who is terminated from his or her employment with
                the
                Employer for Cause. For purposes hereof, a Participant whose employment
                is
                terminated for any of the following reasons shall be regarded as
                having
                been terminated for Cause: 

            


    

    


    
      	 	
              (a)

            	
              engaging
                in willful or grossly negligent misconduct that is materially injurious
                to
                the Employer; 

            


    

    


    
      	 	
              (b)

            	
              embezzlement
                or misappropriation of funds or property of the
                Employer;

            


    

    


    
      	 	
              (c)

            	
              conviction
                of a felony or the entrance of a plea of guilty or nolo contendere
                to a
                felony;

            


    

    


    
      	 	
              (d)

            	
              conviction
                of any crime involving fraud, dishonesty, moral turpitude or breach
                of
                trust or the entrance of a plea of guilty to such a crime;
                

            


    

    


    
      	 	
              (e)

            	
              failure
                or refusal by the Participant to devote full business time and attention
                to the performance of his or her duties and responsibilities if such
                breach has not been cured within fifteen (15) days after notice is
                given
                to the Participant; 

            


    

     

    
      	 	(f)	issuance
              of a final non-appealable order or other direction by a Federal or
              state
              regulatory agency  prohibiting the Participant’s employment in the
              business of banking; or


    

     

    
      	 	
              (g)

            	
              violation
                of an non-compete or non-solicitation
                agreements.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.4

            	
              Distributions
                to Specified Employee.

            


    

    


    
      	 	
              (a)

            	
              If
                any employee is a “Specified Employee,” as defined in subsection (b)
                below, upon a termination of employment for any reason other than
                Disability or death, a distribution may not be made before the date
                which
                is 6 (six) months after the date of separation from service (or,
                if
                earlier, the date of death of the
                employee).

            


    

    


    
      	 	
              (b)

            	
              A
                “Specified Employee” means a key employee (as defined in Code Section
                416(i) without regard to paragraph (5) thereof) of a corporation
                any stock
                in which is publicly traded on an established securities market or
                otherwise.

            


    

    


    ARTICLE
      V

    BENEFICIARY

    


    
      	
              5.1

            	
              Beneficiary.
                For purposes of this section, the Participant’s executed Participation
                Agreement shall dictate the Participant’s rights and responsibilities
                regarding the Participant’s
                Beneficiary.

            


    

    


    ARTICLE
      VI

    PLAN
      ADMINISTRATION

    


    
      	
              6.1

            	
              Administration.
                

            


    

    


    
      	 	
              (a)

            	
              General.
                The Plan shall be administered by the Administrator. The Administrator
                shall have sole and absolute discretion to interpret where necessary
                all
                provisions of the Plan and each Participation Agreement (including,
                without limitation, by supplying omissions from, correcting deficiencies
                in, or resolving inconsistencies or ambiguities in, the language
                of the
                Plan, a Participation Agreement, or between the Plan and a Participation
                Agreement), to determine the rights and status under the Plan of
                Participants or other persons, to resolve questions or disputes arising
                under the Plan and to make any determinations with respect to the
                benefits
                payable under the Plan and the persons entitled thereto as may be
                necessary for the purposes of the Plan. The Administrator’s determination
                of the rights of any Executive or former Executive hereunder shall
                be
                final and binding on all persons, subject only to the claims procedures
                outlined in Article 7 hereof.

            


    

    


    
      	 	
              (b)

            	
              Delegation
                of Duties.
                The Administrator may delegate any of its administrative duties,
                including, without limitation, duties with respect to the processing,
                review, investigation, approval and payment of benefits payable hereunder,
                to a named administrator or
                administrators.

            


    

    


    
      	
              6.2

            	
              Regulations.
                The Administrator may promulgate any rules and regulations it deems
                necessary in order to carry out the purposes of the Plan or to interpret
                the provisions of the Plan; provided, however, that no rule, regulation
                or
                interpretation shall be contrary to the provisions of the Plan. The
                rules,
                regulations and interpretations made by the Administrator shall,
                subject
                only to the claims procedure outlined in Article 7 hereof, be final
                and
                binding on all persons.

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.3

            	
              Revocability
                of Administrator/Employer Action.
                Any action taken by the Administrator with respect to the rights
                or
                benefits under the Plan of any Executive or former Executive shall
                be
                revocable by the Administrator as to payments not yet made to such
                person
                in order to correct any incorrect payment to a Participant or a
                Beneficiary, and then only to the extent necessary to correct such
                error.
                Acceptance of any benefits under the Plan constitutes acceptance
                of, and
                agreement to, the Administrator’s making any appropriate adjustments in
                future payments to such person (or to recover from such person) any
                excess
                payment or underpayment previously made to such person.
                

            


    

    


    
      	6.4	
              Amendment.
                

            


    

    


    (a)     
      Right
      to
      Amend. The Employer, by written instrument, shall have the right to amend the
      Plan at any time and with respect to any provisions hereof, and all parties
      hereto or claiming any interest hereunder shall be bound by such amendment;
      provided, however, that no such amendment shall deprive the Participant or
      any
      Beneficiary(ies) of a rights accrued hereunder prior to the date of the
      amendment, including the right to receive the payment of his or her benefit
      upon
      a benefit entitlement event, or earlier as provided herein.

    


    (b)     
      Amendment
      Required by Law. Notwithstanding the provisions of Section 6.4(a), the Plan
      may
      be amended at any time, retroactively if required, if found necessary, in the
      opinion of the Board of the Employer, in order to ensure that the Plan is
      characterized as a non-tax-qualified plan of deferred supplemental retirement
      compensation maintained for members of a select group of Executives and thus
      exempt from ERISA and incompliance with all other provisions under the Internal
      Revenue Code of 1986, as amended from time to time, (“Code”) as such provisions
      relate to the original purpose of this Plan, supplemental retirement income
      to
      the Participant(s) and/or other related Plan and Employer objectives.


    


    
      	6.5	
              Termination.
                

            


    

    


    (a)     
      Employer’s
      Right to Terminate Plan. The Employer reserves the right, at any time, to
      terminate the Plan; provided however, that no such termination shall deprive
      the
 Participant
      or any beneficiary of a right accrued hereunder prior to the date of termination
      and provided that, upon termination, the Participant shall become fully and
      immediately vested in his or her SERP Benefit. In
      the
      event that this Plan is terminated, the distribution of the Participant’s SERP
      Benefit shall not be accelerated but shall be paid at such time and in such
      manner as determined under the terms of the Plan and Participation Agreement
      immediately prior to termination as if the Plan had not been terminated.
      Notwithstanding anything to the contrary contained herein, the Employer, in
      its
      sole discretion, may distribute all Participants’ SERP Benefit no earlier than
      twelve (12) calendar months from the date of the Plan termination and no later
      than twenty-four (24) calendar months from the date of the Plan termination,
      provided that the Employer also satisfies any additional requirements as may
      be
      imposed by Code Section 409A and regulations thereunder.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (b)     
      Automatic
      Termination of Plan. The Plan shall terminate automatically upon the dissolution
      of the Employer; provide however, that no such termination shall deprive the
      Participant or Beneficiary of a right accrued hereunder prior to the date of
      termination and provided that, upon termination, the Participant shall become
      fully and immediately vested in his or her SERP Benefit. Distribution shall
      occur pursuant to Section 6.5(a).

    


    (c)     
      Change
      in
      Control Termination. The Employer may decide in its discretion to terminate
      the
      Plan in the event a Change in Control (as defined in Section 2.6) and distribute
       Participant’s
      SERP Benefit within twelve (12) months of the effective date of the Change
      in
      Control as allowed by law. Any corporation or other business organization that
      is a successor to the Employer by reason of a Change in Control shall have
      the
      right to become a party to the Plan by adopting the same by resolution of the
      entity’s board of directors or other appropriate governing body. If within
      thirty (30) days from the effective date of the Change in Control such new
      entity does not become a party hereto, as above provided, the full amount of
      the
      Participant’s SERP Benefit shall become immediately distributable to the
      Participant in a lump sum.

    


    
      	
              6.6

            	
              Withholding.
                The Employer shall deduct from any distributions hereunder any taxes
                or
                other amounts required by law to be withheld therefrom.
                

            


    

    


    ARTICLE
      VII

    CLAIMS
      ADMINISTRATION

    


    
      	
              7.1

            	
              General.
                If
                a Participant, Beneficiary or his or her representative is denied
                all or a
                portion of an expected Plan benefit for any reason and the Participant,
                Beneficiary or his or her representative desires to dispute the decision
                of the Administrator, he/she must file a written notification of
                his or
                her claim with the Administrator. 

            


    

    


    
      	
              7.2

            	
              Claims
                Procedure.
                Upon receipt of any written claim for benefits, the Administrator
                shall be
                notified and shall give due consideration to the claim presented.
                If any
                Participant or Beneficiary claims to be entitled to benefits under
                the
                Plan and the Administrator determines that the claim should be denied
                in
                whole or in part, the Administrator shall, in writing, notify such
                claimant within ninety (90) days of receipt of the claim that the
                claim
                has been denied. The Administrator may extend the period of time
                for
                making a determination with respect to any claim for a period of
                up to
                ninety (90) days, provided that the Administrator determines that
                such an
                extension is necessary because of special circumstances and notifies
                the
                claimant, prior to the expiration of the initial ninety (90) day
                period,
                of the circumstances requiring the extension of time and the date
                by which
                the Plan expects to render a decision. If the claim is denied to
                any
                extent by the Administrator, the Administrator shall furnish the
                claimant
                with a written notice setting
                forth:

            


    

    


    
      	
            	(a)	
              the
                specific reason or reasons for denial of the
                claim;

            


    

    


    
      	
            	(b)	
              a
                specific reference to the Plan provisions on which the denial is
                based;

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              (c)

            	
              a
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why such material
                or
                information is necessary; and

            


    

    


    
      	
            	(d)	
              an
                explanation of the provisions of this
                Article.

            


    

    


    
      	
              7.3

            	
              Right
                of Appeal.
                A
                claimant who has a claim denied under Section 7.2 may appeal to the
                Administrator for reconsideration of that claim. A request for
                reconsideration under this section must be filed by written notice
                within
                sixty (60) days after receipt by the claimant of the notice of denial
                under Section 7.2.

            


    

    


    
      	
              7.4

            	
              Review
                of Appeal.
                Upon receipt of an appeal the Administrator shall promptly take action
                to
                give due consideration to the appeal. Such consideration may include
                a
                hearing of the parties involved, if the Administrator feels such
                a hearing
                is necessary. In preparing for this appeal the claimant shall be
                given the
                right to review pertinent documents and the right to submit in writing
                a
                statement of issues and comments. After consideration of the merits
                of the
                appeal the Administrator shall issue a written decision which shall
                be
                binding on all parties subject to Section 7.7 below. The decision
                shall
                specifically state its reasons and pertinent Plan provisions on which
                it
                relies. The Administrator’s decision shall be issued within sixty (60)
                days after the appeal is filed, except that the Administrator may
                extend
                the period of time for making a determination with respect to any
                claim
                for a period of up to sixty (60) days, provided that the Administrator
                determines that such an extension is necessary because of special
                circumstances and notifies the claimant, prior to the expiration
                of the
                initial sixty (60) day period, of the circumstances requiring the
                extension of time and the date by which the Plan expects to render
                a
                decision. 

            


    

    


    
      	
              7.5

            	
              Designation.
                The Administrator may designate any other person of its choosing
                to make
                any determination otherwise required under this Article. Any person
                so
                designation shall have the same authority and discretion granted
                to the
                Administrator hereunder.

            


    

    


    
      	
              7.6

            	
              Litigation
                Costs.
                If a claimant brings a lawsuit for benefits hereunder, to enforce
                any
                right hereunder or for other relief arising out of the terms of the
                Plan,
                the costs and expenses of litigation by any party shall be borne
                by the
                losing party. The prevailing party shall recover as expenses all
                reasonable attorney’s fees incurred by it in connection with the
                proceedings or any appeals
                therefrom.

            


    

    


    
      	
              7.7

            	
              Arbitration.
                A
                claimant whose appeal has been denied under Section 7.4 shall have
                the
                right to submit said claim to final and binding arbitration in the
                Commonwealth of Massachusetts pursuant to the rules of the American
                Arbitration Association. Any such requests for arbitration must be
                filed
                by written demand to the American Arbitration Association within
                sixty
                (60) days after receipt of the decision regarding the appeal. The
                costs
                and expenses of arbitration, including the fees of the arbitrators,
                shall
                be borne by the losing party. The prevailing party shall recover
                as
                expenses all reasonable attorney’s fees incurred by it in connection with
                the arbitration proceeding or any appeals
                therefrom.

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

    MISCELLANEOUS

    


    
      	8.1	
              Administrator.
                The Administrator  is
                expressly empowered to interpret the Plan and to determine all questions
                arising in the administration, interpretation, and application of
                the
                Plan; to employ actuaries, accountants, counsel, and other persons
                it
                deems necessary in connection with the administration of the Plan;
                to
                request any information from the Employer it deems necessary to determine
                whether the Employer would be considered insolvent or subject to
                a
                proceeding in bankruptcy; and to take all other necessary and proper
                actions to fulfill its duties as Administrator. The Administrator
                is
                relieved of all responsibility in connection with its duties hereunder
                to
                the fullest extent permitted by law, except any breach of duty to
                the
                Participants or Beneficiaries. If any individual person shall have
                been
                delegated the duties or responsibilities as Administrator, such person
                shall not be liable for any actions by him or her hereunder unless
                due to
                his or her own gross negligence or willful misconduct and shall be
                indemnified and saved harmless by the Employer from and against all
                personal liability to which he or she may be subject by reason of
                any act
                done or omitted to be done in his or her official capacity as
                Administrator in good faith in the administration of the Plan, including
                all expenses reasonably incurred in his or her defense in the event
                the
                Employer fails to provide such defense upon the
                request.

            


    

    


    
      	
              8.2

            	
              No
                Assignment.
                No
                benefit under the Plan or a Participation Agreement shall be subject
                in
                any manner to anticipation, alienation, sale, transfer, assignment,
                pledge, encumbrance, or charge, and any such action shall be void
                for all
                purposes of the Plan or a Participation Agreement. No benefit shall
                in any
                manner be subject to the debts, contracts, liabilities, engagements,
                or
                torts of any person, nor shall it be subject to attachments or other
                legal
                process for or against any person.

            


    

    


    
      	
              8.3

            	
              No
                Employment Rights.
                Participation in this Plan and execution of a Participation Agreement
                shall not be construed to confer upon any Participant the legal right
                to
                be retained in the employ of the Employer, or give a Participant
                or
                Beneficiary, or any other person, any right to any payment whatsoever,
                except to the extent of the benefits provided for hereunder. Each
                Participant shall remain subject to discharge to the same extent
                as if
                this Plan had never been adopted and the Participation Agreement
                had never
                been executed.

            


    

    


    
      	
              8.4

            	
              Incompetence.
                If
                the Administrator determines that any person to whom a benefit is
                payable
                under this Plan is incompetent by reason of physical or mental disability,
                the Administrator shall have the power to cause the payments becoming
                due
                to such person to be made to another individual for the Participant’s
                benefit without responsibility of the Administrator to see to the
                application of such payments. Any payment made pursuant to such power
                shall, as to such payment, operate as a complete discharge of the
                Employer, the Administrator, and their
                representatives.

            


    

    


    
      	
              8.5

            	
              Identity.
                If, at any time, any doubt exists as to the identity of any person
                entitled to any payment hereunder or the amount or time of such payment,
                the Administrator shall be entitled to hold such sum until such identity
                or amount or time is determined or until an order of a court of competent
                jurisdiction is obtained. The Administrator shall also be entitled
                to pay
                such sum into court in accordance with the appropriate rules of law.
                Any
                expenses incurred by the Employer or Administrator incident to such
                proceeding or litigation shall be charged against the SERP Benefit
                of the
                affected Participant. 

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.6

            	
              No
                Liability.
                No
                liability shall attach to or be incurred by any employee of the Employer
                or Administrator individually under or by reason of the terms, conditions,
                and provisions contained in this Plan, or for the acts or decisions
                taken
                or made hereunder or in connection therewith; and, as a condition
                precedent to the establishment of this Plan or the receipt of benefits
                hereunder, or both, such liability, if any, is expressly waived and
                released by each Participant and by any and all persons claiming
                under or
                through any Participant or any other person. Such waiver and release
                shall
                be conclusively evidenced by any act or participation in or the acceptance
                of benefits or the making of any election under this
                Plan.

            


    

    


    
      	
              8.7

            	
              Expenses.
                Except as otherwise provided in the Plan, all
                expenses incurred in the administration of the Plan shall be paid
                by the
                Employer.

            


    

    


    
      	
              8.8

            	
              Amendment
                and Termination.
                The Employer shall have the sole authority to modify, amend, or terminate
                this Plan subject to those limitations provided
                hereinabove.

            


    

    


    
      	
              8.9

            	
              Employer
                Determinations.
                Any determinations, actions, or decisions of the Employer (including
                but
                not limited to, Plan amendments and Plan termination) shall be made
                by the
                Board in accordance with its established procedures or by such other
                individuals, groups, or organizations that have been properly delegated
                by
                the Board to make such determination or
                decision.

            


    

    


    
      	
              8.10

            	
              Construction.
                All questions of interpretation, construction or application arising
                under
                or concerning the terms of this Plan and any Participation Agreement
                shall
                be decided by the Administrator, in its sole and final discretion,
                whose
                decision shall be final, binding and conclusive upon all
                persons.

            


    

    


    
      	
              8.11

            	
              Governing
                Law.
                To
                the extent not preempted by federal law, this Plan shall be governed
                by,
                construed and administered under the laws of the State of New
                York.

            


    

    


    
      	
              8.12

            	
              Severability.
                Should any provision of the Plan or any regulations adopted hereunder
                be
                deemed or held to be unlawful or invalid for any reason, such fact
                shall
                not adversely affect the other provisions or regulations unless such
                invalidity shall render impossible or impractical the functioning
                of the
                Plan and, in such case, the appropriate parties shall immediately
                adopt a
                new provision or regulation to take the place of the one held illegal
                or
                invalid.

            


    

    


    
      	
              8.13

            	
              Headings.
                The headings contained in the Plan are inserted only as a matter
                of
                convenience and for reference and in no way define, limit, enlarge,
                or
                describe the scope or intent of this Plan nor in any way shall they
                affect
                this Plan or the construction of any provision
                thereof.

            


    

    


    
      	
              8.14

            	
              Terms.
                Capitalized terms shall have meanings as defined herein. Singular
                nouns
                shall be read as plural, masculine pronouns shall be read as feminine, and
                vice versa, as appropriate.

            


    

    


    
      	
              8.15

            	
              Ownership
                of Assets; Relationship with Employer.
                Nothing contained in the Plan, and no action taken pursuant to its
                provisions, shall create or be construed to create a trust of any
                kind or
                a fiduciary relationship between the Employer and any Participant
                or any
                other person. To the extent that any person acquires a right to receive
                payments from the Employer under this Plan, such right shall be no
                greater
                than the right of an unsecured general creditor of the
                Employer.

            


    

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.16

            	
              Deposits
                in Trust. 
                The Employer may, at its sole discretion, establish with a corporate
                trustee a grantor rabbi trust under which all or a portion of the
                assets
                of the Plan are to be held, administered and managed. The trust agreement
                evidencing the trust shall conform with the terms of Revenue Procedure
                92-64 or any successor procedure. The Employer in its sole discretion
                may
                make deposits to augment the principal of such
                trust.

            


    

    


    
      	
              8.17

            	
              Right
                of Setoff.
                The Employer may, to the extent permitted by applicable law, deduct
                from
                and setoff against any amounts payable to a Participant from this
                Plan
                such amounts as may be owed by a Participant to the Employer, although
                the
                Participant shall remain liable for any part of the Participant’s payment
                obligation not satisfied through such deduction and setoff; provided,
                however, that this setoff may occur only at the date on which the
                amount
                would otherwise be distributed to the Participant as required by
                Code
                Section 409A. By electing to participate in the Plan, the Participant
                agrees to any deduction or setoff under this Section 8.17.
                

            


    

    


    
      	
              8.18
                

            	
              409A
                Compliance.
                This Plan will, at all times, be operated in good faith compliance
                with
                Code Section 409A of the Code in accordance with Internal Revenue
                Service
                Notice 2005-1 and proposed regulations thereunder (and any subsequent
                IRS
                notices or guidance).
                In
                the event that any provision of this Plan is inconsistent with Code
                Section 409A or such guidance, then the applicable provisions of
                Code
                Section 409A shall supersede such provision. Nothing herein shall
                be
                construed as an entitlement to our guarantee of any particular tax
                treatment to a Participant.

            


    

     

    
      	 	
              IN
                WITNESS WHEREOF,
                the Employer has executed this Supplemental Executive Retirement
                Plan
                this 28
                day of April, 2006.

            


    

    


    
      	 	 	 
	 	
              FAIRPORT
                SAVINGS
                BANK

            
	 
 	 
 	 
 
	 	By:  	/s/
              Dana
              C. Gavenda
	 	 	
              

            
	 	Title: 	President
              & CEO
	 	 	
              
 


    

     

    
      
        
        

      

      
        -11-