ex10-13.htm


    Exhibit
      10.13

    


    Deferred
      Compensation Agreement – Directors

    


    This
      Agreement made as of the 19th day of December, 2005 by and between The Wilber
      Corporation, a business corporation organized under the laws of the State of
      New
      York (hereinafter referred to as “Wilber”) and Alfred S. Whittet of 132 Forest
      Lane, West Oneonta, New York 13861 (hereinafter referred to as
“Director”).

    


    WHEREAS,
      Director serves Wilber and/or Wilber National Bank, a banking corporation
      organized under the laws of the State of New York (the “Bank”) as a director;
      and

    


    WHEREAS,
      the Director is paid fees for attendance at meetings of the board directors
      (“Board Fees”) of Wilber and/or the Bank or for attendance at meetings of
      committees of the board of directors of Wilber and/or the Bank; and

    


    WHEREAS,
      Wilber wishes to establish a deferred compensation plan for Director to provide
      Director with a means of saving and investing for future retirement.

    


    1.           
         A Deferred Compensation Account (“Account”) shall be established
      for Director on the Wilber’s books for the benefit of Director.  The
      account shall be credited in an amount equal to amounts elected to be deferred
      by Director in accordance with Paragraphs 2 and 3 of this Agreement.

    


    The
      amount credited to the Account shall not be held by Wilber in trust, escrow,
      or
      similar fiduciary capacity, and neither Director nor any legal representative
      shall have any right against Wilber with respect to any portion of the account,
      except as a general unsecured creditor of Wilber.

    


    2.           
         The Director may elect to defer Board fees by completing and
      executing a Deferred Compensation Election – Form A in the form attached hereto
      which specifies the amount of the Director’s Board and Committee Fees to be
      deferred and the form of payment of amounts contributed by filing it with Wilber
      not less than ten (10) days prior to January 1st
      of the
      year in which such deferrals shall be made.  Deferrals to the Account
      will be credited monthly.

    


    For
      the
      initial plan year, which shall commence on the effective date of this plan,
      and
      end on December 31, 2006, Director shall notify Wilber of the amount to be
      deferred for 2006 under this plan on or prior to the effective date
      hereof.  Director’s Board and Committee fees to which Director may be
      entitled shall be reduced at the Director’s option by the amount
      deferred.  An election to defer Board and Committee fees hereunder may
      be modified (including revocation) only as of the first day of a Plan
      Year.  No election, modification or revocation is permissible with
      respect to Board and Committee fees to which the Director may be entitled paid
      prior to the execution of Deferred Compensation Election Form.  This
      Agreement shall continue from year to year as modified hereunder until
      Director’s service is terminated by death, retirement, or for any other
      reason.

    


    3.          
          The amount in the Account shall be deemed to have been
      invested and reinvested from time to time in a five (5)-year U.S. Treasury
      Note.
      The interest rate shall be set January 1 of each year and shall be equal to
      the
      published rate for the five (5)-year U.S. Treasury Note.

    


    As
      of the first date on which all or
      an installment of deferred compensation becomes payable, and as of each
      subsequent date on which an installment is payable (hereinafter referred to
      as
“installment payment dates”) the Account shall be valued by adding to the dollar
      amount credited to the Account the interest earned to the distribution date
      to
      ascertain the current account balance.   The amount of each
      installment of deferred compensation shall be determined by dividing the
      aggregate value of the Account by the number of installments remaining to be
      paid, including the installment then due.  As each payment is made the
      Account shall be charged with the amount of such payment, valued as of the
      installment payment date.  Director shall have the right to designate
      the manner in which each installment payment is to be charged to the Account
      by
      notice to Wilber prior to the installment payment date, but upon Director’s
      failure to do so, Wilber shall have the right to charge the Account, in dollars
      in the amount equal to the payment.

    


    4.          
         Upon filing with Wilber, such “Deferred Compensation Election Form
– Form A” shall be incorporated by reference herein.  This election of
      the form and timing of the distribution of the Account may not be changed once
      made and may not (i) change the form of payments that Director would otherwise
      receive in 2006 and (ii) may not cause a benefit to be paid to Director in
      2006
      that otherwise would have been made at a later time.

    


    5.      
             Director shall have the right to designate
      a beneficiary to receive all or any part of Director’s Account, which may remain
      unpaid at Director’s death, such amounts to be paid as provided in Paragraph
      6.  Such designation shall be effected by filing a written
      notification with Wilber, and may be changed from time to time by similar
      action.


    
      
         

      

      
        102-K

        
          

        

      

      
         

      

    


    


    Effective
      January 1, 2005, such
      designation (or change in such designation) shall be made by filing a
“Beneficiary Election Form – Form B” in the form attached hereto.

    


    6.           
        Should Director select a form of payment other than a lump sum pursuant
      to Paragraph 2, and in the event of Director’s death after he has commenced
      receiving payments pursuant to Paragraph 2, payments in that amount shall
      continue as long as there is a balance in the Account to the person or persons
      specified in accordance with Paragraph 5.  In the event of Director’s
      death prior to Director commencing to receive payments pursuant to Paragraph
      2,
      the person or persons specified in accordance with Paragraph 5 shall be paid
      in
      a lump sum, unless otherwise directed by Director prior to Director’s
      death.

    


    7.         
          Neither Director nor Director’s duly designated beneficiary
      shall have any right to assign, transfer, pledge, encumber, or otherwise convey
      by Will or inter vivos instrument the right to receive any amounts of
      compensation which may become due hereunder, and any such attempt at assignment,
      transfer, pledge encumbrance, or other conveyance shall not be recognized by
      Wilber and will not be binding on Wilber.

    


    8.        
           Any notice given under this agreement must be given by
      certified or registered mail to the respective party at the address set forth
      below, or to such substituted address as may be designated in any notice sent
      in
      accordance with this provision.

    


    Corporate
      Secretary

    The
      Wilber Corporation

    245
      Main
      Street

    Oneonta,
      New York 13820-0430

    


    9.           
        This agreement is made pursuant to a Deferred Compensation Plan
      maintained by Wilber, copies of which have been delivered to Director prior
      to
      the execution hereof.

    


    10.           
      This Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective heirs, administrators, personal representative,
      successors and assigns.

    


     
      Wilber agrees that should its ownership in any manner be transferred or
      conveyed, whether by merger, reorganization, purchase of stock or assets,
      liquidation, dissolution, split-off, spin-off, or otherwise, that this Agreement
      shall survive, and be binding upon its successor, regardless of form.

    


    11.           
      In the event Director incurs a financial hardship, Wilber, in its sole
      discretion, may distribute all or part of the amounts credited to Director’s
      account prior to the time such accounts would otherwise be payable under the
      terms of this Agreement.  Such accelerated distribution will be made
      only in the amount necessary to alleviate the financial emergency, including
      any
      amounts necessary to pay federal, state, or local income taxes reasonably
      anticipated to result from the distribution.  For the purpose this
      Paragraph 12, “hardship” shall mean a sever financial hardship to Director
      resulting form an illness or accident of Director, Director’s spouse or
      dependent (as defined in Section 152 (a) of the Code), loss of Director’s
      property due to casualty or other similar extraordinary an unforeseeable
      circumstances arising as a result of events beyond the control of
      Director.

    


    12.           
      This Agreement shall be construed in accordance with the laws of the State
      of
      New York.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    


    


    
      	 	
              THE
                WILBER CORPORATION

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Robert D. Harder

            
	 	 	 
	 	 	 
	 	 	
              /s/
                Alfred S. Whittet

            
	 	 	
              Director

            
	 	 	 


    

     

    103-K