Exhibit 10.1




                   STOCK RETAINER PLAN FOR ELIGIBLE DIRECTORS
                          OF TOMPKINS TRUSTCO, INC. AND
                           PARTICIPATING SUBSIDIARIES
  (formerly known as the "1996 Stock Retainer Plan for Non-Employee Directors")


1.       Introduction. This Stock Retainer Plan for Eligible Directors of
Tompkins Trustco, Inc. and Participating Subsidiaries (the "Plan") of Tompkins
Trustco, Inc. (the "Company") provides that:

         (a)  all retainer, meeting, chairman and/or committee fees
              (collectively, "Board/Committee Fees") payable to Eligible
              Directors for their respective services as either (i) a member of
              the Board of Directors of the Company or any committee thereof or
              (ii) a member of the Board of Directors of any Participating
              Subsidiary (as herein defined) or any committee thereof shall be
              paid, as determined and identified by and to the extent set forth
              in resolutions of the Board of Directors of the Company or the
              Participating Subsidiary and as instructed by Section 5 of this
              Plan, in shares of common stock, par value $0.10 per share, of the
              Company; and

         (b)  receipt of payment by Eligible Directors of Board/Committee Fees
              as provided in this Plan shall be deferred automatically pursuant
              to the terms of this Plan.

         This Plan is an amendment to and restatement of the Company's 1996
Stock Retainer Plan for Non-Employee Directors, as amended.

2.       Purpose. The purpose of this Plan is to advance the interests of the
Company and its Subsidiaries by enhancing the ability of the Company and
Participating Subsidiaries to attract and retain directors who are in a position
to make significant contributions to the success of the Company and/or its
Participating Subsidiaries and to reward such directors for their contributions
through compensation which aligns their interests with those of the Company's
stockholders.

3.       Definitions. Capitalized terms used in this Plan without other
definition shall, unless expressly stated otherwise, have the following
meanings:

         (a)      "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by law to close.

         (b)      "Direct Stock Purchase Plan" means the Dividend Reinvestment
and Stock Purchase and Sale Plan sponsored by the Company and administered by
the American Stock Transfer & Trust Company or such other substitute or
successor open market purchase plan designated by the Committee.

         (c)      "Eligible Director" means (i) any director of the Company or
of a Participating Subsidiary who is not an officer or employee of the Company
or of any Participating Subsidiary and (ii) any other director who the Board of
Directors of the Company or of the Participating Subsidiary shall designate as
an Eligible Director.

         (d)      "Participating Subsidiary" means a Subsidiary that elects to
participate in this Plan.

         (e)      "Stock" means the Company's common stock, par value $0.10.

         (f)      "Subsidiary" means any joint venture, corporation, partnership
or other entity as to which the Company, whether directly or indirectly, has
more than 50% of the (i) voting rights or (ii) right to capital or profits, and
"Subsidiaries" shall mean, collectively, all such entities.

         (g)      "Valuation Date" means the last Business Day before the
beginning of the Company's immediately succeeding fiscal year, as applicable.

         (h)      "Value" means, with respect to a share of Stock, (i) the
average of the high and low sales prices on the Valuation Date as reported by
the American Stock Exchange or by such other national securities exchange or the
NASDAQ National Market System on which the Stock is listed or admitted to
trading or if no such sale takes place on such day, the average of the high bid
and low asked prices on such day; (ii) if the Stock is not listed or admitted to
trading on any national securities exchange or the NASDAQ National Market
System, the average of the high and low sale price on such day or, if no sale
takes place on such day, the average of the high bid and low asked prices on
such day, as reported by a reliable quotation source designated by the
Committee, or if there shall be no bid and asked prices on such day, the average
of the high bid and low asked prices, as so reported, on the most
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recent day (not more than 5 days prior to the date in question) for which prices
have been so reported; or (iii) if none of the conditions set forth in clauses
(i) or (ii) is met then, the Value shall be determined by the Committee, acting
in good faith.

4.       Administration. This Plan shall be administered by a committee of the
Board of Directors of the Company (the "Committee") designated by the Board of
Directors for that purpose. However, unless and until a Committee is appointed,
this Plan shall be administered by the Company's entire Board of Directors, and
references in this Plan to the "Committee" shall be deemed references to the
Board of Directors of the Company. The Committee has the authority to control
and manage the operation and administration of this Plan, including (a) to
adopt, amend and rescind rules and regulations for the administration of this
Plan and (b) to interpret this Plan and to decide any questions and settle all
controversies and disputes that may arise in connection with this Plan. Such
determinations of the Committee shall be conclusive and shall bind all parties.
Transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including, but not
limited to, any applicable six month holding periods relating to Stock purchased
or otherwise acquired under this Plan. To the extent any provision of this Plan
or action by the Committee fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.

5.       Terms and Conditions; Shares Subject to this Plan.

         (a)      Deferred Shares of Stock. All Board/Committee Fees earned by
an Eligible Director will be transferred to a trustee subject to a rabbi trust
agreement among the Company, to the extent applicable, Participating
Subsidiaries, and a trustee designated by the Committee (the "Trust"). Pursuant
to the Trust, the trustee will establish deferred compensation accounts for each
Eligible Director and, as an Eligible Director earns Board/Committee Fees, the
Company (or the Participating Subsidiary, as the case may be) will contribute
such Board/Committee Fees to the trustee and the trustee will, subject to the
terms of the Trust, acquire shares of Stock for such Eligible Director's account
on the open market pursuant to the Direct Stock Purchase Plan. The actual number
of shares of Stock acquired by the Trust and deposited into an Eligible
Director's account will be equal to the quotient determined by dividing the
Board/Committee Fees contributed by the Company (or the Participating
Subsidiary, as the case may be) to such Eligible Director's account by the
purchase price per share of Stock paid pursuant to the terms of the Direct Stock
Purchase Plan. The actual price per share of Stock that will be paid under the
Direct Stock Purchase Plan cannot be determined until a particular purchase is
completed.

         (b)      Amount of Board/Committee Fees. Board/ Committee Fees are
payable periodically at such time and in such amounts as the Board of Directors
of the Company (or of the Participating Subsidiary, as the case may be) may
determine from time to time by resolution.

         (c)      Rights as Stockholder; Assignment. Eligible Directors shall
have no rights of a stockholder with regard to shares of Stock held in the
Trust, and shall be subject to and governed by the terms of the Trust and this
Plan. No right to receive payments under this Plan is transferable or assignable
by an Eligible Director except by will or by the laws of descent and
distribution or as may otherwise be provided for in the Trust or this Plan.

         (d)      Rights to Shares of Stock. An Eligible Director's right to
payment of deferred compensation under this Plan is a contractual obligation of
the Company (or of the Participating Subsidiary, as the case may be) to the
Eligible Director, and his or her right to such shares of Stock shall be an
unsecured claim against the general assets of the Company. However, the Company
has established the Trust as an irrevocable rabbi trust for Eligible Directors
for the purpose of holding assets used to provide the benefits required by this
Plan. The Company (or the Participating Subsidiary, as the case may be) shall
make periodic contributions to the Trust as may be required to fund amounts
payable under this Plan. The Trust provides an Eligible Director with assurance
that deferred compensation will be paid to him or her in accordance with this
Plan, except in the event of the Company's bankruptcy or insolvency.

         (e)      Payment of Deferred Compensation.
                  (i)      An Eligible Director will have the right to the
                           payment of his or her deferred compensation upon the
                           first to occur of the following events (each of the
                           following a "Distribution Triggering Event"):

                           o   the Eligible Director's termination of service as
                               a director of the Company or of the Participating
                               Subsidiary;

                           o   the Eligible Director's attainment of the age of
                               seventy-two (72) years; or

                           o   the Eligible Director's death.

                  (ii)     Upon the occurrence of a Distribution Triggering
Event, payment of an Eligible Director's deferred compensation will commence as
soon as practicable following the first Business Day of January of the calendar
year (the "Distribution Commencement Date") immediately following the occurrence
of the Distribution Triggering Event, and will continue to be paid annually each
year thereafter as soon as practicable following the first Business Day of each
such subsequent calendar year (each a "subsequent Distribution Date") until the
earlier of: (y) the tenth (10th) calendar year following the occurrence of the
Distribution Triggering Event or (z) the Eligible Director's receipt of all of
the deferred payments to which he or she is entitled (the "Termination Date").
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                  (iii)    Annual installments of deferred compensation will be
made over a period of not more than 10 years, and shall be made through the
transfer of the shares of Stock held in the Eligible Director's deferred
compensation account established and maintained pursuant to the Trust. The
number of shares of Stock distributed annually to an Eligible Director will be
calculated in the following manner: the aggregate Value of the shares of Stock
in the Eligible Director's deferred compensation account as of the Valuation
Date immediately preceding the Distribution Commencement Date will be multiplied
by a fraction, the numerator of which is 1, and the denominator of which is the
number of remaining annual distribution installments of Stock, provided,
however, that each annual Stock distribution installment must be of at least
that number of shares of Stock having an aggregate Value (as of the
corresponding Valuation Date) of $10,000 and, in the event the aggregate Value
of the shares of Stock held in the Eligible Director's account as of any
Valuation Date is less than $10,000, then the Eligible Director shall be
distributed all of the shares of Stock in the Eligible Director's account. The
Value of the shares of Stock held in an Eligible Director's deferred
compensation account to be distributed annually on subsequent Distribution Dates
will be determined annually on each corresponding Valuation Date until the
Termination Date. By way of example, if an Eligible Director's service as a
director is terminated effective April 1, 2006, the Distribution Commencement
Date will be on or about January 2, 2007 and the corresponding Valuation Date
shall be December 29, 2006. Accordingly, if as of December 29, 2006 the Value of
a share of Stock is $50 and the Eligible Director has an aggregate of 1350
shares of Stock in his deferred compensation account, the aggregate Value of the
shares of Stock held in the Eligible Director's account is $67,500 (1350 x $50),
the number of shares of Stock to be transferred to the Eligible Director from
his or her deferred compensation account on or about January 2, 2007 shall be
that number of shares of Stock equal to the greater of : 1/10th of $67,500 (the
aggregate Value of the Stock on December 29, 2006) or $10,000 in Value (as of
December 29, 2006). In this example, on or about January 2, 2007, the Eligible
Director would be distributed 200 shares, which equal $10,000 in Value (1/10th
of $67,500, is less than $10,000); the balance of the shares of Stock held in
the Eligible Director's account will be valued again on December 31, 2007 and
that number of shares of Stock equal to 1/9th of the aggregate Value of the
balance shares of Stock as of December 31, 2007, but not less than that number
of shares of Stock equal to $10,000 in Value as of December 31, 2007, will be
distributed to the Eligible Director on or about January 2, 2008; and this
process shall continue until the Termination Date.

                  (iv)     Annual distributions shall be made to the Eligible
Director while living. In the event of an Eligible Director's death before he or
she has received all of the deferred distributions to which he or she is
entitled, distributions will be made to the beneficiary designated in writing by
the Eligible Director as hereinafter provided. The beneficiary designated by the
Eligible Director shall be his or her spouse, child (or children), grandchild
(grandchildren), executor or administrator, or the trustee of any testamentary
or inter-vivos trust established by the Eligible Director. If no such
designation is in effect at the time any distribution becomes due hereunder,
such distribution shall be made to the Eligible Director's surviving spouse and,
if the Eligible Director leaves no spouse surviving, to the Eligible Director's
executor or administrator. Beneficiary designations and changes thereof may be
made by the Eligible Director during his or her lifetime by written notice filed
with the Company's Secretary, which designation, and any subsequent change,
shall take effect as of the date the notice is signed recorded and accepted by
the Secretary of the Company, subject to any distribution made by the Company or
Participating Subsidiary or action taken by it before acceptance of the notice
by the Secretary.

                  (v)      All payments made to an Eligible Director shall be
subject to taxes required to be withheld under applicable laws and regulations
of any governmental authorities.

                  (vi)     An Eligible Director has no right to elect to
accelerate the timing of any distribution or to change the form of distribution
from what is set forth in this Section 5(e). In the event any Eligible Director
is determined to be a "key employee", as such term is defined in Internal
Revenue Code Section 409A, or any successor to such statute of like import, then
the distribution of benefits under this Section 5(e) to such Eligible Director
shall not be made until six months after such Eligible Director separates from
service as a director or, if earlier, the date of such Eligible Director's
death, but in no event earlier then the applicable Distribution Commencement
Date and, if the Eligible Director's separation is six months or less from the
beginning of the calendar year immediately following the occurrence of the
Distribution Event and such Eligible Director is determined to be a "key
employee" as defined herein, such Eligible Director's Distribution Commencement
Date will be as soon as practicable following the expiration of the six month
separation period.

                  (vii)    In the event the Distribution Commencement Date or
any subsequent Distribution Date falls on a Business Day, such date will be
deemed to refer to the next Business Day thereafter.

                  (viii)   In the event an Eligible Director serves as a
director of the Company and as a director of one or more Participating
Subsidiary, his or her Distribution Triggering Event, Distribution Commencement
Date and annual installments of deferred compensation will be determined and
paid separately relative to each entity.

6.       Effective Date and Term of Plan. This Plan, as amended and restated, is
effective on January 25, 2005 (the "Effective Time"), the date on which the Plan
was approved by the Board, subject to approval by the stockholders of the
Company. The term of this Plan shall be indefinite.

7.       Amendment and Termination. This Plan may at any time or from time to
time be amended, modified or terminated by the Board of Directors or the
Committee; provided that, no amendment or modification will, without the
requisite
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approval of the stockholders of the Company, effectuate a change for which
stockholder approval is required under applicable law or the rules of the
American Stock Exchange or of such other national securities exchange or
automated quotation system on which the Stock may be listed or admitted to
trading, and further provided that no such amendment, modification or
termination will, without the consent of the Eligible Director, adversely affect
the Eligible Director's accruals in his or her deferred compensation account.

                                        TOMPKINS TRUSTCO, INC.



                                        By: ________________________________

                                        Title: _______________________________