SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                          QUARTER ENDED MARCH 31, 2004

                         SEC Exchange Act No. 000-23601

                            Pathfinder Bancorp, Inc.
               (Exact name of Company as specified in its charter)

                                     Federal
            (State or jurisdiction of incorporation or organization)

                                   16-1540137
                     (I.R.S. Employer Identification Number)


                 214  W.  1st  Street
                 Oswego,  New  York
-----------------------------------                            13126
                                                        --------------
(Address  of  principal  executive  office)                (Zip  Code)


         Company's telephone number, including area code: (315) 343-0057


                                 Not Applicable
    (Former name, former address and former fiscal year, if changed since last
                                     report)

     Indicate  by  check  mark  whether  the  Company  (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes      X          No

Indicate  by  check  mark  whether  the  Registrant  is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Act).      Yes        No   X

      Indicate  the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  There were 2,448,132 shares
of  the  Company's  common  stock  outstanding  as  of  May  6,  2004.
<PAGE>

                            PATHFINDER BANCORP, INC.
                                      INDEX


PART  1           FINANCIAL  INFORMATION                                 PAGE

     Item  1.     Financial  Statements

                 Consolidated  Statements  of  Condition                   1
                 Consolidated  Statements  of  Income                      2
                 Consolidated  Statements  of  Shareholders'  Equity       3
                 Consolidated  Statements  of  Cash  Flows                 4
                 Notes  to  Consolidated  Financial  Statements            5-7

     Item  2.  Management's  Discussion  and  Analysis  of  Financial     8-14
               Condition  and  Results  of  Operations

     Item  3.  Quantitative  and  Qualitative  Disclosure  about  Market  15
               Risk

     Item  4.  Control  and  Procedures                                    16

PART  II     OTHER  INFORMATION                                            17

     Item  1.     Legal  proceedings
     Item  2.     Change  in  securities,  Use  of  Proceeds  and  Issuer
                  Purchases  of  Equity  Securities
     Item  3.     Defaults  upon  senior  securities
     Item  4.     Submission  of  matters  to  a  vote  of  security  holders
     Item  5.     Other  information
     Item  6.     Exhibits  and  Reports  on  Form  8-K


SIGNATURES

<PAGE>

<TABLE>
<CAPTION>

                                              PATHFINDER  BANCORP, INC.
                                         CONSOLIDATED STATEMENTS OF CONDITION
                                   MARCH 31, 2004 (UNAUDITED) AND DECEMBER 31, 2003


                                                                                           March 31,    December 31,
ASSETS                                                                                       2004           2003
--------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                                                                       <C>          <C>
Cash and due from banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    6,976   $       5,803
Interest earning deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,406           2,911
--------------------------------------------------------------------------------------------------------------------
    Total cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . .      16,382           8,714
Investment securities, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . .      76,079          57,559
Federal Home Loan Bank stock, at cost. . . . . . . . . . . . . . . . . . . . . . . . . .       2,048           2,048
Mortgage loans held-for-sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,242           3,520
Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     186,646         188,717
   Less: Allowance for loan losses . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,775           1,715
--------------------------------------------------------------------------------------------------------------------
     Loans receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     184,871         187,002

Premises and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6,584           6,650
Accrued interest receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,436           1,273
Foreclosed real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         263             202
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,840           3,840
Intangible asset, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         794             850
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,777           6,282
--------------------------------------------------------------------------------------------------------------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  302,316   $     277,940
=====================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------------------

Deposits:
  Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  213,544   $     191,104
  Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      17,407          15,790
--------------------------------------------------------------------------------------------------------------------
     Total deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     230,951         206,894
Short-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,100           2,100
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      37,860          38,860
Junior subordinated debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,155               -
Company obligated mandatorily redeemable preferred securities of subsidiary, Pathfinder
 Statutory Trust I, holding solely junior subordinated debentures of the Company . . . .           -           5,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3,014           3,301
--------------------------------------------------------------------------------------------------------------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     280,080         256,155

Shareholders' equity:
   Preferred stock, authorized shares 1,000,000; no shares issued or outstanding
   Common stock, par value $.01; authorized 10,000,000 shares;
    2,935,419 and 2,919,386 shares issued;  and 2,448,132 and 2,432,099
    shares outstanding, respectively . . . . . . . . . . . . . . . . . . . . . . . . . .          29              29
   Additional paid in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,376           7,225
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      20,825          20,747
   Accumulated other comprehensive income. . . . . . . . . . . . . . . . . . . . . . . .         575             364
   Unearned ESOP shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (67)            (78)
   Treasury Stock, at cost; 487,287 shares . . . . . . . . . . . . . . . . . . . . . . .      (6,502)         (6,502)
--------------------------------------------------------------------------------------------------------------------
     Total shareholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      22,236          21,785
--------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders' equity. . . . . . . . . . . . . . . . . . . . .  $  302,316   $     277,940
=====================================================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                        1
<PAGE>

<TABLE>
<CAPTION>

                                    PATHFINDER  BANCORP, INC.
                                CONSOLIDATED STATEMENTS OF INCOME
                                           (UNAUDITED)


                                                                 For the three    For the three
                                                                 months ended     months ended
                                                                March 31, 2004   March 31, 2003
-------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
<S>                                                             <C>              <C>
INTEREST INCOME:
 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         2,990  $         3,266
 Debt securities:
Taxable. . . . . . . . . . . . . . . . . . . . . . . . . . . .              472              607
Tax-exempt . . . . . . . . . . . . . . . . . . . . . . . . . .               48               61
 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . .               36               55
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .               15               12
-------------------------------------------------------------------------------------------------
       Total interest income . . . . . . . . . . . . . . . . .            3,561            4,001

INTEREST EXPENSE:
  Interest on deposits . . . . . . . . . . . . . . . . . . . .              852            1,027
  Interst on short-term borrowings . . . . . . . . . . . . . .                9                3
  Interest on long-term borrowings . . . . . . . . . . . . . .              496              570
-------------------------------------------------------------------------------------------------
       Total interest expense. . . . . . . . . . . . . . . . .            1,357            1,600
-------------------------------------------------------------------------------------------------

          Net interest income. . . . . . . . . . . . . . . . .            2,204            2,401
  Provision for loan losses. . . . . . . . . . . . . . . . . .              188              106
-------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses.            2,016            2,295
-------------------------------------------------------------------------------------------------

OTHER INCOME:
  Service charges on deposit accounts. . . . . . . . . . . . .              235              161
  Loan servicing fees. . . . . . . . . . . . . . . . . . . . .               41               50
  Increase in value of bank owned life insurance . . . . . . .               48               43
  Net gain on securities . . . . . . . . . . . . . . . . . . .              154              165
  Net gain(loss) on loans/real estate. . . . . . . . . . . . .               80               42
  Other charges, commissions & fees. . . . . . . . . . . . . .              120              102
-------------------------------------------------------------------------------------------------
          Total other income . . . . . . . . . . . . . . . . .              678              563
-------------------------------------------------------------------------------------------------

OTHER EXPENSES:
  Salaries and employee benefits . . . . . . . . . . . . . . .            1,203            1,113
  Building occupancy . . . . . . . . . . . . . . . . . . . . .              277              257
  Data processing expenses . . . . . . . . . . . . . . . . . .              225              198
  Professional and other services. . . . . . . . . . . . . . .              146              163
  Amortization of intangible asset . . . . . . . . . . . . . .               56               56
  Other expenses . . . . . . . . . . . . . . . . . . . . . . .              343              414
-------------------------------------------------------------------------------------------------
          Total other expenses . . . . . . . . . . . . . . . .            2,250            2,201
-------------------------------------------------------------------------------------------------

Income before income taxes . . . . . . . . . . . . . . . . . .              444              657
Provision for income taxes . . . . . . . . . . . . . . . . . .              121              164
-------------------------------------------------------------------------------------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . .  $           323  $           493
=================================================================================================

     NET INCOME PER SHARE - BASIC. . . . . . . . . . . . . . .  $          0.13  $          0.20
=================================================================================================
     NET INCOME PER SHARE - DILUTED. . . . . . . . . . . . . .  $          0.13  $          0.20
=================================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements.
                                        2
<PAGE>

<TABLE>
<CAPTION>

                                             PATHFINDER BANCORP, INC.
                                   STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                               THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003
                                                   (unaudited)
                                                                                                       Accumulated
                                                                                 Additional             Other Com-
                                               Common Stock Issued                 Paid in    Retained   prehensive
                                                      Shares           Amount      Capital    Earnings    Income
                                               --------------------  -----------  ---------  -----------  -------
(Dollars in thousands, except per share data)

<S>                                            <C>                   <C>          <C>        <C>          <C>
BALANCE, DECEMBER 31, 2003. . . . . . . . . .                2,919   $        29  $   7,225  $    20,747  $   364
Comprehensive income
Net income. . . . . . . . . . . . . . . . . .                                                        323
Other comprehensive income, net of tax:
Unrealized net losses on securities . . . . .                                                                 211
Total Comprehensive income
ESOP shares earned. . . . . . . . . . . . . .                                            26
Stock option exercised. . . . . . . . . . . .                   16             -        125
Dividends declared ($.10 per share) . . . . .                                                       (245)
-----------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2004 . . . . . . . . . . .                2,935   $        29  $   7,376  $    20,825  $   575
=================================================================================================================


BALANCE, DECEMBER 31, 2002. . . . . . . . . .                2,915   $        29  $   7,114  $    19,746  $   281

Net income. . . . . . . . . . . . . . . . . .                                                        493
Other comprehensive income, net of tax:
Unrealized net losses on securities . . . . .                                                                (138)
Total Comprehensive income
ESOP shares earned. . . . . . . . . . . . . .                                            16
Treasury stock purchased
Dividends declared ($.10 per share) . . . . .                                          (242)
-----------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2003 . . . . . . . . . . .                2,915   $        29  $   7,130  $    19,997  $   143
=================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                          Unearned
                                            ESOP          Treasury
                                           Shares          Stock          Total
--------------------------------------------------------------------------------
<S>                                       <C>       <C>       <C>
BALANCE, DECEMBER 31, 2003 . . . . . . .  $   (78)        $(6,502)      $21,785
Comprehensive income
Net income . . . . . . . . . . . . . . .                                    323
Other comprehensive income, net of tax:
Unrealized net losses on securities. . .                                    211
                                                                            ____
Total Comprehensive income . . . . . . .                                    534
ESOP shares earned . . . . . . . . . . .       11                            37
Stock option exercised . . . . . . . . .                                    125
Dividends declared ($.10 per share). . .                                   (245)
--------------------------------------------------------------------------------
BALANCE, MARCH 31, 2004. . . . . . . . .  $   (67)       $(6,502)       $22,236
================================================================================

BALANCE, DECEMBER 31, 2002 . . . . . . .  $  (125)       $(3,815)       $23,230

Net income . . . . . . . . . . . . . . .                                    493
Other comprehensive income, net of tax:
Unrealized net losses on securities. . .                                   (138)
                                                                           _____
Total Comprehensive income . . . . . . .                                    355

ESOP shares earned . . . . . . . . . . .       12                            28
Treasury stock purchased . . . . . .                      (2,462)        (2,462)
Dividends declared ($.10 per share). . .                                   (242)
--------------------------------------------------------------------------------
BALANCE, MARCH 31, 2003. . . . . . . . .  $  (113)       $(6,277)       $20,909
================================================================================

</TABLE>
The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements
                                        3
<PAGE>
<TABLE>
<CAPTION>

                                PATHFINDER BANCORP, INC.
                                STATEMENTS OF CASH FLOWS
                                      (Unaudited)

                                                           March 31,    March 31,
                                                             2004         2003
--------------------------------------------------------------------------------
(Dollars in thousands)
OPERATING ACTIVITIES:
<S>                                                       <C>          <C>
  Net income . . . . . . . . . . . . . . . . . . . . . .  $      323   $      493
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses. . . . . . . . . . . . . . .         188          106
  ESOP and other stock-based compensation earned . . . .          37           28
  Deferred income tax expense (benefit). . . . . . . . .         (18)          61
  Proceeds from sale of loans. . . . . . . . . . . . . .       4,662        2,610
  Originations of loans held-for-sale. . . . . . . . . .      (3,334)      (2,184)
  Realized (gain) loss on:
    Sale of real estate loans through foreclosure. . . .         (30)           6
    Loans. . . . . . . . . . . . . . . . . . . . . . . .         (50)         (48)
    Available-for-sale investment securities . . . . . .        (154)        (165)
  Depreciation . . . . . . . . . . . . . . . . . . . . .         144          121
  Amortization of intangible . . . . . . . . . . . . . .          56           56
  Amortization of deferred financing costs . . . . . . .           8            8
  Amortization of mortgage servicing rights. . . . . . .          41           26
  Increase in surrender value of life insurance. . . . .         (48)         (43)
  Net amortization of premiums on investment securities.          64           28
  Increase in interest receivable. . . . . . . . . . . .        (163)        (135)
  Net change in other assets and liabilities . . . . . .        (810)        (283)
----------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . .         916          685
----------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of investment securities available-for-sale .     (23,812)      (6,749)
  Proceeds from maturities and principal reductions of
    investment securities available-for-sale . . . . . .       1,814        5,456
  Proceeds from sale:
    Real estate acquired through foreclosure . . . . . .          96           54
    Available-for-sale investment securities . . . . . .       3,920        2,031
  Purchase of life insurance . . . . . . . . . . . . . .      (1,100)           -
  Net decrease (increase) in loans . . . . . . . . . . .       1,816       (3,057)
  Purchase of premises and equipment . . . . . . . . . .         (78)        (155)
----------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . .     (17,344)      (2,420)
----------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts
    savings accounts, money market deposit accounts
    and escrow deposits. . . . . . . . . . . . . . . . .      25,840        4,048
  Net (decrease) increase in time deposits . . . . . . .      (1,783)       2,876
  Net repayments from short term borrowings. . . . . . .       1,000         (700)
  Payments on long-term borrowings . . . . . . . . . . .      (1,000)      (1,000)
  Proceeds from long-term borrowings . . . . . . . . . .           -          700
  Proceeds from exercise of stock options. . . . . . . .         125            -
  Cash dividends paid. . . . . . . . . . . . . . . . . .         (86)         (82)
  Treasury stock purchased . . . . . . . . . . . . . . .           -       (2,462)
----------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . .      24,096        3,380
----------------------------------------------------------------------------------

  INCREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . .       7,668        1,645
 Cash and cash equivalents at beginning of period. . . .       8,714       13,740
  CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . .  $   16,382   $   15,385
==================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part  of the consolidated financial
statements
                                        4
<PAGE>

PATHFINDER  BANCORP,  INC.

Notes  to  Financial  Statements

(1)  BASIS  OF  PRESENTATION

The accompanying unaudited financial statements were prepared in accordance with
the instructions for Form 10-Q and Regulation S-X and, therefore, do not include
information  for  footnotes  necessary  for a complete presentation of financial
position,  results  of  operations,  and cash flows in conformity with generally
accepted  accounting  principles.  The  following  material  under  the  heading
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations"  is  written  with  the  presumption  that  the users of the interim
financial  statements have read, or have access to, the Company's latest audited
financial  statements  and  notes thereto, together with Management's Discussion
and Analysis of Financial Condition and Results of Operations as of December 31,
2003 and for the three year period then ended.  Therefore, only material changes
in  financial condition and results of operations are discussed in the remainder
of  part  1.

Operating  results for the three months ended March 31, 2004 are not necessarily
indicative  of the results that may be expected for the year ending December 31,
2004.

(2)  EARNINGS  PER  SHARE

Basic  earnings  per  share  have  been  computed  by dividing net income by the
weighted average number of common shares outstanding throughout the three months
ended  March  31,  2004 and 2003, using 2,424,057 and 2,446,387 weighted average
common  shares  outstanding.  Diluted  earnings  per  share  for the three month
period  ending  March  31,  2004  and 2003 have been computed using 2,475,687and
2,490,657  weighted  average  common  shares  outstanding.  Diluted earnings per
share gives effect to weighted average shares that would be outstanding assuming
the  exercise  of  issued  stock  options  using  the  treasury  stock  method.

(3)  STOCK-BASED  COMPENSATION

The  Company's  stock-based  compensation  plan  is  accounted  for based on the
intrinsic  value  method  set forth in Accounting Principles Board (APB) Opinion
No.  25,  "Accounting  for  Stock  Issued to Employees", and related provisions.
Compensation  expense  for employee stock options is generally not recognized if
the  exercise  price of the option equals or exceeds the fair value of the stock
on  the  date of the grant.  Compensation expense for restricted share awards is
ratably  recognized  over  the period of vesting, usually the restricted period,
based  on  the  fair  value  of  the  stock  on  the  grant  date.

As  of  March  31, 2004, the stock options previously issued by the Company were
fully  vested.  As  such,  there  was  no effect on pro forma net income for the
three  month  period  ended  March 31, 2004. The following table illustrates the
effect on net income and earnings per share for the period ended March 31, 2003,
as if the Black-Scholes fair value method described in SFAS No. 123, "Accounting
for  Stock-Based  Compensation",  as  amended, had been applied to the Company's
stock-based  compensation  plan:

                                        5
<PAGE>
<TABLE>
<CAPTION>


                           For  the  quarter  ended  March  31,  2004
                           (In  thousands,  except  per  share  data)
----------------------------------------------------------------------
<S>                                            <C>
Net Income:
As reported . . . . . . . . . . . . . . .    . .  $493
Less: Total stock-based employee compensation
expense determined under Black-Scholes option
pricing model, net of tax effect. . . . . .    .     7
--------------------------------------------- --------
Pro forma net income. . . . . . . . . . . . .     $486
</TABLE>

<TABLE>
<CAPTION>

For  the  quarter  ended  March  31,  2004
Earnings per share:  Basic   Diluted
-------------------------------------------
<S>                  <C>     <C>
As reported . . . .  $ 0.20  $   0.20
Pro forma . . . . .  $ 0.20  $   0.20

</TABLE>

For  purposes  of pro forma disclosures, the estimated fair value of the options
is  amortized  to  expense  over  the  options  vesting  period.  Therefore, the
foregoing  pro  forma results are not likely to be representative of the effects
of  reported  net  income  of future periods due to additional years of vesting.
Since changes in the subjective input assumptions can materially affect the fair
value  estimates,  the  existing  model,  in  management's  opinion  does  not
necessarily  provide  a  single  reliable measure of the fair value of its stock
options.  In  addition, the pro forma effect on reported net income and earnings
per  share  for the periods presented should not be considered representative of
the  pro  forma effects on reported net income and earnings per share for future
periods.

(4)  RECLASSIFICATIONS

Certain prior period information has been reclassified to conform to the current
period's  presentation.  These  reclassifications had no affect on net income as
previously  reported.

(5)  PENSION  BENEFITS

The  composition  of  net  periodic benefit plan cost for the three months ended
March  31,  is  as  follows:
<TABLE>
<CAPTION>

                              PENSION  BENEFITS
-----------------------------------------------
                                  2004    2003
-----------------------------------------------
<S>                              <C>     <C>
(In thousands)
Service cost. . . . . . . . . .  $  43   $  38
Interest cost . . . . . . . . .     52      50
Expected return on plan assets.    (63)    (57)
Amortization of net losses. . .     24      26
-----------------------------------------------
Net periodic benefit cost . . .  $  56   $  57
================================================
</TABLE>

The  Company previously disclosed in its financial statements for the year ended
December  31,  2003, that it expected to contribute $250,000 to its pension plan
in  2004.  As  of  March 31, 2004, no contributions have been made.  The Company
presently  anticipates  contributing  $192,000 to fund its pension plan in 2004.
The  reduction  in the anticipated contribution resulted from a reduction in the
plan's  accrual  formula  effective  May  1,  2004.

(6)  DIVIDEND  RESTRICTIONS

The  Company  maintains  a  restricted  capital account with a $887,000 balance,
representing  Pathfinder  Bancorp,  M.H.C.'s  portion  of dividends waived as of
March  31,  2004.
                                        6
<PAGE>


(7)  COMPREHENSIVE  INCOME

The  components of other comprehensive income (loss) and related tax effects for
the  three  month  period  ended  March  30,  2004  and  2003  are  as  follows:
<TABLE>
<CAPTION>

                                   For the three months
                                      ended March 31,
-------------------------------------------------------
                                         2004    2003
-------------------------------------------------------
<S>                                     <C>     <C>
(In thousands)
Gross change in unrealized gains on
  securities available for sale. . . .  $ 506   $ (64)
Reclassification adjustment for gains
  included in net income . . . . . . .   (154)   (165)
Tax effect . . . . . . . . . . . . . .   (141)     91
-------------------------------------------------------
Net of tax amount. . . . . . . . . . .  $ 211   $(138)
========================================================
</TABLE>

(8)  GUARANTEES

The  Company  does  not  issue  any  guarantees  that  would  require  liability
recognition  or  disclosure,  other than its standby letters of credit.  Standby
letters  of  credit written are conditional commitments issued by the Company to
guarantee  the  performance  of  a  customer  to  a third party.  Generally, all
letters  of  credit,  when  issued  have  expiration dates within one year.  The
credit  risk  involved  in  issuing letters of credit is essentially the same as
those that are involved in extending loan facilities to customers.  The Company,
generally,  holds  collateral  and/or  personal  guarantees  supporting  these
commitments.  The  Company had $665,000 of standby letters of credit as of March
31,  2004.  Management believes that the proceeds obtained through a liquidation
of collateral and the enforcement of guarantees would be sufficient to cover the
potential  amount of future payment required under the corresponding guarantees.
The  current  amount  of the liability as of March 31, 2004 for guarantees under
standby  letters  of  credit  issued  is  not  material.

(9)  NEW  ACCOUNTING  PRONOUNCEMENTS

In  January  2003,  the  Financial  Accounting  Standards  Board  issued  FASB
Interpretation  No.  46,  "Consolidation  of  Variable  Interest  Entities,  an
Interpretation  of  ARB  No.  51"  which  was  revised  in  December 2003.  This
Interpretation  provides  guidance  for  the  consolidation of variable interest
entities  (VIEs).  Pathfinder Statutory Trust I qualifies as a variable interest
entity under FIN 46.  Pathfinder Statutory Trust I issued mandatorily redeemable
preferred  securities  (Trust Preferred Securities) to third-party investors and
loaned  the  proceeds to the Company.  Pathfinder Statutory Trust I holds, as it
sole  asset,  subordinated  debentures  issued  by  the  Company.
FIN  46  required the Company to deconsolidate Pathfinder Statutory Trust I from
the  consolidated  financial statements as of March 31, 2004.  There has been no
restatement of prior periods. The impact of this deconsolidation was to increase
junior subordinated debentures by $5,155,000 and reduce the mandatory redeemable
preferred  securities  line  item  by  $5,000,000,  which  represented the trust
preferred  securities  of the trust.  The Company's equity interest in the trust
subsidiary  of  $155,000, which had previously been eliminated in consolidation,
is  now  reported  in  "Other  assets"  as  of  March  31, 2004.  For regulatory
reporting  purposes,  the Federal Reserve Board has indicated that the preferred
securities  will  continue  to  qualify  as Tier 1 Capital subject to previously
specified  limitations, until further notice. If regulators make a determination
that  Trust  Preferred  Securities  can  no  longer  be considered in regulatory
capital,  the  securities  become callable and the Company may redeem them.  The
adoption of FIN 46 did not have an impact on the Company's results of operations
or  liquidity.

                                        7
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

GENERAL

Throughout  the  Management's  Discussion  and  Analysis ("MD&A") the term, "the
Company",  refers  to  the  consolidated  entity  of  Pathfinder  Bancorp,  Inc.
Pathfinder  Bank  and Pathfinder Statutory Trust I are wholly owned subsidiaries
of  Pathfinder  Bancorp, Inc.  Pathfinder Commercial Bank, Pathfinder REIT, Inc.
and  Whispering  Oaks  Development  Corp. represent wholly owned subsidiaries of
Pathfinder  Bank.  Pathfinder  Statutory  Trust  I  is  not  included  in  the
consolidated  financial  statements  for  the  quarter  ended March 31, 2004. At
March 31, 2004, Pathfinder Bancorp, M.H.C., the Company's mutual holding company
parent,  whose  activities  are  not  included  in the M.D.&A held  64.7% of the
Company's  common  stock  and  the  public  held  35.3%.

The  following discussion reviews the Company's financial condition at March 31,
2004 and the results of operations for the three months ended March 31, 2004 and
March  31,  2003.

This  Quarterly  Report contains certain "forward-looking statements" within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  Such
statements  are  subject  to  certain  risks and uncertainties, including, among
other  things,  changes  in  economic  conditions  in the Company's market area,
changes  in  policies  by  regulatory  agencies, fluctuations in interest rates,
demand for loans in the Company's market areas and competition, that could cause
actual results to differ materially from historical earnings and those presently
anticipated  or  projected.  The  Company wishes to caution readers not to place
undue  reliance  on  any such forward-looking statements, which speak only as of
the  date  made.  The  Company  wishes to advise readers that the factors listed
above  could  affect  the  Company's  financial  performance and could cause the
Company's  actual  results  for  future  periods  to  differ materially from any
opinions  or  statements expressed with respect to future periods in any current
statements.

The  Company  does  not  undertake, and specifically declines any obligation, to
publicly  release  the  result  of  any  revisions  that  may  be  made  to  any
forward-looking  statements to reflect events or circumstances after the date of
such  statements  or  to  reflect the occurrence of anticipated or unanticipated
events.

The  Company's  net  income  is  primarily dependent on its net interest income,
which  is  the  difference  between interest income earned on its investments in
mortgage  loans,  investment  securities  and other loans, and its cost of funds
consisting  of  interest paid on deposits and borrowed funds.  The Company's net
income  is  also  affected  by  its provision for loan losses, as well as by the
amount  of  noninterest  income, including income from fees and service charges,
net  gains  and losses on sales of securities, loans and foreclosed real estate,
and  non  interest expense such as employee compensation and benefits, occupancy
and  equipment costs, data processing and income taxes.  Earnings of the Company
also  are affected significantly by general economic and competitive conditions,
particularly  changes  in market interest rates, government policies and actions
of  regulatory  authorities, which events are beyond the control of the Company.
In  particular,  the  general level of market rates tends to be highly cyclical.

                                        8
<PAGE>
APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

The  Company's consolidated financial statements are prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States  and follow
practices within the banking industry.  Application of these principles requires
management  to make estimates, assumptions and judgments that affect the amounts
reported  in  the financial statements and accompanying notes.  These estimates,
assumptions  and  judgments are based on information available as of the date of
the  financial  statements;  accordingly,  as  this  information  changes,  the
financial  statements  could  reflect  different  estimates,  assumptions  and
judgments.  Certain  policies  inherently  have a greater reliance on the use of
estimates,  assumptions  and judgments and as such have a greater possibility of
producing  results  that could be materially different than originally reported.
Estimates,  assumptions  and judgments are necessary when assets and liabilities
are required to be recorded at fair value or when an asset or liability needs to
be  recorded contingent upon a future event.  Carrying assets and liabilities at
fair  value inherently results in more financial statement volatility.  The fair
values  and  information used to record valuation adjustments for certain assets
and  liabilities  are  based  on  quoted  market prices or are provided by other
third-party  sources,  when  available.  When  third  party  information  is not
available,  valuation  adjustments  are  estimated  in good faith by management.

The  most  significant accounting policies followed by the Company are presented
in  Note  1 to the consolidated financial statements included in the 2003 Annual
Report  on Form 10-K ("the Consolidated Financial Statements").  These policies,
along  with the disclosures presented in the other financial statement notes and
in  this  discussion,  provide  information  on  how  significant  assets  and
liabilities  are  valued  in  the  financial statements and how those values are
determined.  Based  on  the  valuation  techniques  used  and the sensitivity of
financial statement amounts to the methods, assumptions and estimates underlying
those  amounts, management has identified the determination of the allowance for
loan  losses  to  be  the  accounting area that requires the most subjective and
complex  judgments,  and  as  such  could be the most subject to revision as new
information  becomes  available.

The  allowance for loan losses represents management's estimate of probable loan
losses  inherent  in the loan portfolio. Determining the amount of the allowance
for loan losses is considered a critical accounting estimate because it requires
significant  judgment  and the use of estimates related to the amount and timing
of  expected  future  cash flows on impaired loans, estimated losses on pools of
homogeneous  loans  based  on  historical  loss experience, and consideration of
current  economic  trends  and  conditions,  all  of which may be susceptible to
significant  change.  The  loan portfolio also represents the largest asset type
on  the  consolidated  balance  sheet.  Note  1  to  the  Consolidated Financial
Statements  describes  the  methodology used to determine the allowance for loan
losses,  and  a  discussion  of the factors driving changes in the amount of the
allowance  for  loan  losses  is  included  in  this  report.

The  Company  carries  all  of its investments at fair value with any unrealized
gains  or  losses  reported net of tax as an adjustment to shareholders' equity.
Based  on  management's  assessment, at March 31, 2004, the Company did not hold
any  security  that  had  a  fair value decline that is currently expected to be
other  than temporary.  Consequently, any declines in a specific security's fair
value  below  amortized cost have not been provided for in the income statement.
The  Company's  ability  to fully realize the value of its investment in various
securities,  including corporate debt securities, is dependent on the underlying
creditworthiness  of  the  issuing  organization.

RESULTS  OF  OPERATIONS

Net  income  for the first quarter of 2004 was $323,000, a decrease of $171,000,
or  35%,  as  compared  to  net  income of $493,000 for the same period in 2003.
Basic  earnings  per  share  decreased  to $0.13 per share for the quarter ended
March  31,  2004  from $0.20 for the quarter ended March 31, 2003. The return on
average  assets  and  return  on  shareholder's  equity  were  0.45%  and 5.83%,
respectively, for the three months ended March 31, 2004, compared with 0.70% and
9.42%,  respectively, for the first quarter of 2003.  The decrease in net income
for  the  first  quarter  of  2004  when  compared to the prior period primarily
                                        9
<PAGE>

resulted  from  a decrease in net interest income of $198,000 and an increase in
the  provision  for  loan  losses  of  $82,000,  partially  offset by a $115,000
increase in noninterest income.  Management expects continued margin compression
to  challenge  earnings  growth  over  the  near  term.

NET  INTEREST  INCOME

Net  interest  income  is  the  Company's primary source of operating income for
payment of operating expenses and providing for possible loan losses.  It is the
amount  by  which  interest  earned  on  interest-earning  deposits,  loans  and
investment  securities,  exceeds  the  interest  paid  on  deposits  and  other
interest-bearing  liabilities.  Changes  in net interest income and net interest
margin  ratio  result from the interaction between the volume and composition of
earning  assets,  interest-bearing  liabilities,  related  yields and associated
funding  costs.

Net  interest  income,  on a tax-equivalent basis, decreased $213,000, or 9%, to
$2.2 million for the three months ending March 31, 2004, as compared to the same
period  during  2003.  The  Company's  net  interest  margin ratio for the first
quarter of 2004 decreased to 3.36% from 3.84% for the same quarter in 2003.  The
decline  in  net  interest income is attributable to lower market interest rates
which decreased earning asset yields to 5.41% from 6.36% when  compared  to  the
same  period during 2003.    Average interest-earning  assets  increased  4%  to
$264.7  million  at March 31, 2004 as compared  to  $254.0  million at March 31,
2003.  The  increase  in  average  earning assets is primarily attributable to a
$5.3  million  increase  in  net loans receivable and a $5.0 million increase in
investment  securities.  Average  interest-bearing  liabilities  increased  $8.5
million,  while  the cost of funds decreased 49 basis points to 2.19% from 2.68%
for  the  same  period  in  2003.  The  increase  in  the  average  balance  of
interest-bearing  liabilities  resulted primarily from a $10.3 million growth in
average  deposits,  primarily  in  money  management  accounts.  The  growth  in
deposits  primarily  resulted  from  the  Company's  focus  on  attracting  new
municipal  deposit  customers.

INTEREST  INCOME

Total  interest  income for the quarter ended March 31, 2004 decreased $441,000,
or  11%,  to $3.6 million from $4.0 million at the quarter ended March 31, 2003.
Average  loans  increased $5.3 million, with yields declining 77 basis points to
6.29%  for  the  first  quarter of 2004. Average commercial loans increased, and
experienced  a  decline in the average tax-equivalent yield of 179 basis points,
to 4.92% from 6.71%, in 2003.  The decrease in the yield on commercial loans was
affected,  in  part,  by  the  offering  of  short-term  notes to municipalities
beginning  in 2003.  The average balance of loans to municipal entities was $3.7
million,  having  a  tax-equivalent  yield  of  2.36%. The Company's residential
mortgage  loan portfolio increased $1.8 million, or 1%, when comparing the first
quarter  of  2004  to  the  same  period  in  2003.  The  average  yield  on the
residential  mortgage  loan portfolio decreased 63 basis points to 6.12% in 2004
from  6.75% in 2003.  New loans were originated at lower rates than in the prior
period  and  a  large  volume  of  existing  mortgages  had their rates modified
downward  or were refinanced at lower rates.  An increase in the average balance
of  consumer  loans  of  $1.3  million, or 9%, resulted from an increase in home
equity loans. The average yield declined 87 basis points, to 6.99% from 7.86% in
2003.

Average investment securities (taxable and tax-exempt) in 2004 increased by $5.0
million,  with  a decrease in tax-equivalent interest income from investments of
$190,000,  or  25%,  compared  to 2003.  The average tax-equivalent yield of the
portfolio  declined  150 basis points, to 3.42% from 4.92%.  The increase in the
average  balance  of investment securities is reflective of the expanded deposit
growth  with  local  municipalities.

INTEREST  EXPENSE

Total interest expense decreased $243,000, or 15%, to $1.4 million for the first
quarter  of  2004,  from  $1.6 million for the same quarter in 2003.    Interest
expense  on deposits decreased $175,000, or 17%, for the quarter ended March 31,
2004 when compared to the same period of 2003, as lower interest rates favorably
impacted the average rate paid on deposits, reducing it 46 basis points to 1.69%
in  2004  from 2.15% in 2003. The decrease in the cost of deposits was partially
                                       10
<PAGE>

offset  by an increase in the average deposit balance to $201.5 million in 2004,
from  $191.2 million for the same period in 2003. In addition to the decrease in
the  cost of deposits, interest expense on borrowings also decreased by $68,000,
or  12%,  from  the  prior  period.

PROVISION  FOR  LOAN  LOSSES

The  provision  for  loans  losses was $188,000 for the first quarter of 2004 as
compared to $106,000 for the same period in 2003.  The increase in the provision
for  the  quarter  primarily resulted from an increase in commercial charge-offs
for  the  period.

NONINTEREST  INCOME

The  Company's  noninterest  income  is  primarily  comprised of fees on deposit
account balances and transactions, loan servicing, commissions, and net gains on
securities,  loans  and  foreclosed  real  estate.

The following table sets forth certain information on noninterest income for the
quarters  indicated:

<TABLE>
<CAPTION>
                                                 For the Quarter Ended
----------------------------------------------------------------------
                                                 March 31,  March 31,
                                                  2004        2003
----------------------------------------------------------------------
<S>                                                 <C>   <C>
(In thousands)
Service charges on deposit accounts. . . . . . . .  $235    $161
Loan servicing fees. . . . . . . . . . . . . . . .    41      50
Bank owned life insurance. . . . . . . . . . . . .    48      43
Net gains on sale of loans/foreclosed real estate.    80      42
Other operating income . . . . . . . . . . . . . .   120     102
----------------------------------------------------------------------
Core noninterest income. . . . . . . . . . . . . .   524     398
Net gains on sales of investment securities. . . .   154     165
----------------------------------------------------------------------
Total noninterest income . . . . . . . . . . . . .  $678    $563
======================================================================

</TABLE>
For  the  comparable periods, noninterest income increased 20%, as a result of a
32% increase in core noninterest income, slightly offset by a 7% decrease in the
non-core item, net gains on sales of investment securities.  The increase in the
number  of  deposit  accounts, the introduction of new services to customers and
elimination  of  consulting  fees  associated with those new services, primarily
accounted  for  the  46%  increase  in service charges on deposit accounts.  Net
gains  on  the  sale  of  loans/foreclosed  real estate increased 91%, primarily
resulting from a net gain on the sale of foreclosed real estate of $30,000 and a
$5,000 increase in the net gain recognized on the sale of loans to the secondary
market.  The  increase  in other operating income was primarily due to increased
commissions associated with higher volume of sales of investment products and an
increase in debit card fees.    Investment security net gains for 2004 primarily
consisted  of  gains  associated  with  the  sale  of a corporate debt security.

Noninterest  Expense

The  following  table  sets forth certain information on noninterest expense for
the  quarters  indicated:

<TABLE>
<CAPTION>
                                For the Quarter Ended
-----------------------------------------------------------
                                    March 31,   March 31,
(In thousands)                         2004        2003
-----------------------------------------------------------
<S>                                 <C>         <C>
Salaries and employee benefits . .  $    1,203  $    1,113
Building occupancy . . . . . . . .         277         257
Data processing. . . . . . . . . .         225         198
Professional and other services. .         146         163
Amortization of intangible assets.          56          56
Other operating. . . . . . . . . .         343         414
-----------------------------------------------------------
Total noninterest expense. . . . .  $    2,250  $    2,201
===========================================================
</TABLE>
                                       11
<PAGE>

Noninterest  expenses increased $49,000, or 2%, for the three months ended March
31,  2004  when  compared  to  the same period in 2003.    Salaries and employee
benefits  increased  8%  resulting  from  increased pension and health insurance
costs and overall personnel costs due to increased staffing. The Company had 103
full  time  equivalent  employees  at March 31, 2004 compared to 97 at March 31,
2003.  Building  occupancy  expenses  increased  8%  resulting  primarily  from
depreciation  expenses  associated  with  the  new Fulton branch which opened in
August  of 2003, and higher than normal snow removal costs for the first quarter
of  2004.  The  14% increase in data processing charges was due to increased ATM
servicing  charges,  the  replenishment  of  the  ATM  debit  card inventory and
increased  check  processing  charges  incurred  by  the  Commercial  Bank.  The
decrease  in  both  professional and other services and other operating expenses
resulted  primarily  from  a  reduction in foreclosed real estate expenses and a
reduction  in  legal  expenses  associated  with  those  real estate properties.

INCOME  TAX  EXPENSE

Income  taxes decreased $43,000, or 26%, for the quarter ended March 31, 2004 as
compared  to  the  same  period  in  2003.  The  decrease  was attributable to a
$214,000  decrease  in  the  Company's  pre-tax  income.  The effective tax rate
increased  to  27%  from  25%  compared  to  the  same  period in the prior year
primarily  resulting  from  a  decrease  in  tax-exempt  interest  income.

CHANGES  IN  FINANCIAL  CONDITION

ASSETS

Total  assets increased approximately $24.4 million, or 9%, to $302.3 million at
March  31, 2004, from $277.9 million at December 31, 2003. The increase in total
assets was primarily the result of an increase in investment securities of $18.5
million,  or  32%, a $7.7 million, or 88%, increase in cash and cash equivalents
and  a  $1.5  million,  or  24%, increase in other assets.  These increases were
partially  offset by a decrease in net loans of $2.1 million, or 1%.  The growth
in  investment securities was funded by the increase in municipal deposits.  The
increase  in cash and cash equivalents was primarily the result of the increased
deposit  levels and loans sales from the secondary market.  The excess liquidity
is expected to be invested primarily in the commercial real estate portfolio and
investment  securities.  The  increase in other assets was due to an increase in
the  cash  value  of  life  insurance  resulting  from  the  funding of the life
insurance  policies  relating  to  the  new  executives  and  directors deferred
compensation  plan.

LIABILITIES

Total  liabilities  increased  $24.9 million, or 10%, to $280.1 million at March
31,  2004 from $256.2 million at December 31, 2003.  The increase in liabilities
is  primarily  due  to a $22.4 million growth in interest-bearing deposits and a
$1.6  million  growth  in  noninterest-bearing deposits.  The growth in deposits
primarily  resulted from the Company's focus on attracting new municipal deposit
customers.
                                       12
<PAGE>

LOAN  AND  ASSET  QUALITY  AND  ALLOWANCE  FOR  LOAN  LOSSES

The  following  table  represents information concerning the aggregate amount of
nonperforming  assets:

<TABLE>
<CAPTION>


                                                             For the Period Ending
                                                     March 31,    Dec. 31,    March 31,
(In thousands)                                         2004         2003        2003
----------------------------------------------------------------------------------------
<S>                                                 <C>          <C>         <C>
Nonaccrual loans:
Commercial . . . . . . . . . . . . . . . . . . . .  $    1,955   $   1,677   $      594
Consumer . . . . . . . . . . . . . . . . . . . . .         161         172          193
Real estate -  Construction. . . . . . . . . . . .           0         270            0
                     Mortgage. . . . . . . . . . .         849         873          803
----------------------------------------------------------------------------------------
Total nonaccrual loans . . . . . . . . . . . . . .  $    2,965   $   2,992   $    1,590
Loans past due 90 days or more and still accruing.           0           0            0
----------------------------------------------------------------------------------------
Total non-performing loans . . . . . . . . . . . .  $    2,965   $   2,992   $    1,590
Foreclosed real estate . . . . . . . . . . . . . .         263         202        1,459
----------------------------------------------------------------------------------------
Total non-performing assets. . . . . . . . . . . .  $    3,228   $   3,194   $    3,049
----------------------------------------------------------------------------------------
Non-performing loans to total loans. . . . . . . .        1.57%       1.59%        0.85%
Non-performing assets to total assets. . . . . . .        1.04%       1.15%        1.08%
----------------------------------------------------------------------------------------
</TABLE>

Total  nonperforming  loans  at  March  31, 2004 were $3.0 million, or 1.57%, of
total  loans  as  compared to $3.0 million, or 1.59%, of total loans at December
31,  2003.  Foreclosed  real  estate  increased  to  $263,000  at March 31, 2004
compared  to  $202,000 at December 31, 2003.  Nonperforming loans continue to be
addressed  primarily  through  foreclosure proceedings. Management believes that
adequate  reserves  exist  for  any  potential  losses  that  may occur from the
remediation  process.

The  allowance  for  loan losses at March 31, 2004 was $1.8 million, or 0.95% of
period  end  loans,  compared  to $1.7 million, or 0.91% of period end loans, at
December  31,  2003.

CAPITAL

Shareholders'  equity  increased  $451,000  million,  or 2%, to $22.2 million at
March 31, 2004.  The increase in shareholders' equity primarily resulted from an
$151,000  increase in additional paid in capital, a $78,000 increase in retained
earnings and a $211,000 increase in accumulated other comprehensive income.  The
Company  added  $323,000  to  retained  earnings through net income and returned
$245,000  to  its  shareholders  in  the  form of cash dividends.  The Company's
mutual  holding company parent, Pathfinder Bancorp, M.H.C, accepted the dividend
for  the  quarter ended March 31, 2004 to meet the cash flow needs of the mutual
holding  company.

Risk-based capital provides the basis for which all banks are evaluated in terms
of  capital  adequacy.  Capital  adequacy  is  evaluated primarily by the use of
ratios  which  measure  capital  against  total assets, as well as against total
assets  that  are weighted based on defined risk characteristics.  The Company's
goal  is to maintain a strong capital position, consistent with the risk profile
of  its  subsidiary banks that supports growth and expansion activities while at
the  same  time  exceeding  regulatory standards.  At March 31, 2004, Pathfinder
Bank  exceeded  all  regulatory  required  minimum  capital  ratios  and met the
regulatory  definition  of  a  "well-capitalized"  institution,  i.e. a leverage
capital ratio exceeding 5%, a Tier 1 risk-based capital ratio exceeding 6% and a
total  risk-based  capital  ratio  exceeding  10%.

LIQUIDITY

Liquidity  management  involves  the  Company's  ability  to  generate  cash  or
otherwise  obtain  funds  at reasonable rates to support asset growth and reduce
assets  to  meet  deposit  withdrawals, to maintain reserve requirements, and to
otherwise  operate  the  Company  on  an  ongoing  basis.  The Company's primary
                                       13
<PAGE>

sources  of  funds  are deposits, borrowed funds, amortization and prepayment of
loans  and maturities of investment securities and other short-term investments,
and  earnings  and  funds  provided  from operations.  While scheduled principal
repayments  on loans are a relatively predictable source of funds, deposit flows
and  loan prepayments are greatly influenced by general interest rates, economic
conditions  and  competition.  The  Company  manages  the pricing of deposits to
maintain  a  desired  deposit  balance.  In addition, the Company invests excess
funds  in  short-term interest-earning and other assets, which provide liquidity
to  meet  lending  requirements.

The  Company's liquidity has been enhanced by its membership in the Federal Home
Loan  Bank  of  New York, whose competitive advance programs and lines of credit
provide  the  Company  with  a safe, reliable and convenient source of funds.  A
significant  decrease  in  deposits  in  the  future could result in the Company
having  to  seek  other  sources  of funds for liquidity purposes.  Such sources
could  include,  but  are not limited to, additional borrowings, trust preferred
security  offerings,  brokered  deposits,  negotiated time deposits, the sale of
"available-for-sale"  investment  securities,  the sale of securitized loans, or
the  sale  of whole loans.  Such actions could result in higher interest expense
costs  and/or  losses  on  the  sale  of  securities  or  loans.

The  Asset  Liability  Management Committee (ALCO) of the Company is responsible
for  implementing  the  policies  and  guidelines for the maintenance of prudent
levels  of  liquidity.  As of March 31, 2004, management believes that liquidity
as  measured  by  the  Company  is  in  compliance  with  its policy guidelines.

                                       14
<PAGE>

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The  Company's  risk  of  loss arising from adverse changes in the fair value of
financial  instruments,  or  market risk, is composed primarily of interest rate
risk.  The  management  of  interest rate sensitivity seeks to avoid fluctuating
net  interest  margins  and  to  provide  consistent net interest income through
periods  of  changing  interest  rates.  The  primary objective of the Company's
asset-liability  management  activities is to maximize net interest income while
maintaining  acceptable  levels  of  interest  rate  risk.  The  Company  has an
Asset-Liability  Management  Committee  (ALCO)  which  is  responsible  for
establishing  policies  to  limit  exposure to interest rate risk, and to ensure
procedures  are  established  to  monitor  compliance with those policies. Those
procedures  include  reviewing  the  Company's  assets  and  liability policies,
setting  prices  and  terms  on  rate-sensitive  products,  and  monitoring  and
measuring  the  impact  of  interest  rate changes on the Company's earnings and
capital.  The Company's Board of Directors reviews the guidelines established by
ALCO.

During the past three years, the Federal Reserve lowered interest rates thirteen
times  by  a  total  of  550  basis points.  These interest rate reductions have
caused  significant  repricing  of  the  bank's  interest-earning  assets  and
interest-bearing  liabilities.  With  the  overnight borrowing rate at a 40 year
low,  the  Company is positioning itself for anticipated interest rate increases
in  the future.  Efforts are being made to shorten the repricing duration of its
rate sensitive assets by purchasing investment securities with maturities within
the next 3 to 5 years and promoting portfolio ARM (adjustable rate mortgage) and
hybrid  ARM products.  In addition, the Company is extending the duration of its
rate  sensitive  liabilities  by  lengthening  the  maturities  of  its existing
borrowings  and  offering certificates of deposit with three and four year terms
which  allow depositors to make a one-time election, at any time during the term
of  the certificate of deposit, to adjust the rate of the instrument to the then
prevailing  rate  for  the  certificate  of  deposit  with  the  same  term.

GAP  ANALYSIS.  At  March  31,  2004,  the  total  interest  bearing liabilities
maturing  or  repricing  within  one year exceeded total interest-earning assets
maturing  or  repricing  in  the  same  period  by $41.2 million, representing a
cumulative  one-year  gap  ratio  of  a  negative  13.62%.

EARNINGS  AT  RISK AND VALUE AT RISK.  Management believes the simulation of net
interest  income  (Earnings  at Risk) and net portfolio value (Value at Risk) in
different  interest  rate  environments  provides  a  more meaningful measure of
interest  rate  risk.  Income simulation analysis captures both the potential of
all  assets  and  liabilities to mature or reprice and the probability that they
will  do  so.  Income  simulation  also  attends  to  the relative interest rate
sensitivities  of  these  items,  and  projects  their behavior over an extended
period  of  time.  Finally,  income  simulation permits management to assess the
probable effects on the balance sheet not only of changes in interest rates, but
also  of  proposed  strategies  for  responding  to  them.  Net  portfolio value
represents  the  fair  value  of  net  assets (determined as the market value of
assets  minus  the  market  value  of  liabilities  using a discounted cash flow
technique).

The  following table measures the Company's interest rate risk exposure in terms
of the percentage change in its net interest income and net portfolio value as a
result  of hypothetical changes in 100 basis point increments in market interest
rates.  The  table  quantifies  the  changes  in  net  interest  income  and net
portfolio  value  to parallel shifts in the yield curve.  The column "Percentage
Change  in  Net  Interest Income" measures the change to the next twelve month's
projected  net  interest income, due to parallel shifts in the yield curve.  The
column  "Percentage  Change  in  Net  Portfolio  Value"  measures changes in the
current  fair  value  of  assets and liabilities to parallel shifts in the yield
curve.  The  column  "NPV Capital Ratio" measures the ratio of the fair value of
net  assets  to the fair value of total assets at the base case and in 100 basis
point incremental interest rate shocks.  Currently, the Company's model projects
a  300 basis point increase and a 100 basis point decrease during the next year.
With  the federal funds rate at a record low, the Company's ALCO believed it was
a better measure of current risk assuming a minus 100 point scenario, as a minus
300 basis point reduction would be unlikely given that current short-term market
interest  rates  are  already  below  3.00%.  The  Company uses these percentage
changes  as  a means to measure interest rate risk exposure and quantifies those
changes  against  guidelines  set  by  the  Board  of  Directors  as part of the
Company's  Interest  Rate Risk policy.  The Company's current interest rate risk
exposure  is  within  those  guidelines  set  forth.

<TABLE>
<CAPTION>

Change in    NPV
Interest   Capital   Earnings    Value
Rates       Ratio     at Risk   as Risk
---------  --------  ---------  --------
<S>        <C>       <C>        <C>
300 . . .     9.03%    -11.62%   -29.41%
200 . . .     9.91%     -7.27%   -17.93%
100 . . .    10.65%     -3.16%    -7.12%
0            11.11%      ----      ----
-100. . .    11.04%      1.86%     2.40%
</TABLE>

                                       15
<PAGE>

ITEM  4  -  CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of the Company's management,
including  our  Chief Executive Officer and Chief Financial Officer, the Company
has  evaluated  the  effectiveness of the design and operation of its disclosure
controls  and  procedures  (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange  Act)  as  of  the  end of the period covered by this quarterly report.
Based  upon  that  evaluation,  the  Chief Executive Officer and Chief Financial
Officer  concluded that, as of the end of the period covered by this report, the
Company's  disclosure  controls  and  procedures  are  effective  to ensure that
information  required  to  be disclosed in the reports that the Company files or
submits  under  the  Securities  Exchange  Act  of  1934 is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules  and  forms.  There  has  been  no  change  in the
Company's  internal  control  over  financial  reporting  during the most recent
fiscal  quarter  that  has  materially  affected,  or  is  reasonable  likely to
materially  affect,  the  Company's  internal  control over financial reporting.

                                       16
<PAGE>

PART  II  -  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS
------------------------------

None

ITEM 2 - CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUE OR PURCHASES OF EQUITY
--------------------------------------------------------------------------------
SECURITIES
----------

Not  applicable

ITEM  3  -  DEFAULTS  UPON  SENIOR  SECURITIES
----------------------------------------------

Not  applicable

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------------------

Not  applicable

ITEM  5  -  OTHER  INFORMATION
------------------------------

Not  applicable

ITEM  6  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K
-------------------------------------------------

(a)

Exhibit  No.          Description
------------          -----------

10.1     Executive  Officer  Deferred  Compensation  Plan
10.2     Trustees  Deferred  Compensation  Plan
31.1     Rule  13a-14(a)  /  15d-14(a)  Certification  of  the  Chief
         Executive  Officer
31.2     Rule  13a-14(a)  /  15d-14(a)  Certification  of  the  Chief
         Financial  Officer
32.1     Section  1350  Certification of the Chief Executive and Chief Financial
         Officer

(b)     Reports  on  Form  8-K
                                       17
<PAGE>

     The  Company has three Current Reports on Form 8-K during the first quarter
of  the  fiscal year ended March 31, 2004 dated February 6, 2004, March 14, 2004
and  March  19,  2004  reporting  press  releases relating to the fourth quarter
earnings  release,  announcement of a stock repurchase plan and the announcement
of  the  first  quarter  cash  dividends,  respectively.

<PAGE>

SIGNATURES


Under  the  requirements of the Securities Exchange Act of 1934, the Company has
duly  caused this report to be signed on its behalf by the undersigned thereunto
duly  authorized.




     PATHFINDER  BANCORP,  INC.
     --------------------------



                                     /s/  Thomas  W.  Schneider
                                     --------------------------
Date:     May  14,  2004             Thomas  W.  Schneider
                                     President,  Chief  Executive  Officer


                                     /s/  James  A.  Dowd
                                     -------------------
Date:     May  14,  2004             James  A.  Dowd
                                     Vice  President,  Chief  Financial
                                     Officer

<PAGE>

EXHIBITS

EXHIBIT  10.1

                               EXECUTIVE DEFERRED
                                COMPENSATION PLAN


     This Executive Deferred Compensation Plan (the "Plan"), effective as of the
31st  day  of  December  2003,  formalizes  the  understanding  by  and  between
PATHFINDER  BANK (the "Bank"), a state chartered stock savings bank, and certain
eligible  Executives,  hereinafter  referred  to  as  "Executive,"  who shall be
approved  by  the  Bank  to participate and who shall elect to become a party to
this  Executive Deferred Compensation Plan by execution of an Executive Deferred
Compensation  Plan  Deferral Agreement ("Deferral Agreement") in a form provided
by  the  Bank.  Pathfinder  Bancorp,  MHC, a Federal mutual holding company, and
Pathfinder  Bancorp, Inc. (the "Holding Company") are  parties to this Agreement
for  the  sole  purpose  of  guaranteeing  the  Bank's  performance  hereunder.

                              W I T N E S S E T H :

     WHEREAS,  the  Executives  serve the Bank as members of the management; and

     WHEREAS, the Bank recognizes the valuable services heretofore performed for
it  by  such  Executives  and wishes to encourage continued service of each; and

     WHEREAS, the Bank values the efforts, abilities and accomplishments of such
Executives and recognizes that the Executives' services substantially contribute
to  its  continued  growth  and  profits  in  the  future;  and

     WHEREAS,  the  Bank  desires  to  adopt  a  deferred  compensation plan for
Executives  in  order  to  permit  the  Executives  to  defer a portion of their
compensation;

     WHEREAS,  these  Executives  wish  to  defer  a  certain  portion  of their
compensation  to  be  earned  in  the  future;  and

     WHEREAS,  the  Bank and the Executives intend this Plan to be considered an
unfunded arrangement, maintained primarily to provide retirement income for such
Executives,  for tax purposes and for purposes of the Employee Retirement Income
Security  Act  of  1974,  as  amended;  and

     WHEREAS,  the  Bank  has  adopted this Executive Deferred Compensation Plan
which  controls  all  issues  relating  to the Deferred Compensation Benefits as
described  herein;

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the  parties  hereto  agree  to  the  following  terms  and  conditions:


<PAGE>
                                    SECTION I
                                   DEFINITIONS

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

1.1  "Bank" means Pathfinder Bank and any successor thereto.

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

1.3  "Benefit Age" shall be the birthday on which the Executive becomes eligible
     to receive benefits under the plan. Such birthday shall be designated in
     the Executive's Deferral Agreement.

1.4  "Benefit Eligibility Date" shall be the date on which a Executive is
     entitled to receive his Deferred Compensation Benefit. It shall be the
     first day of the month following the month in which the Executive attains
     the Benefit Age designated in his Deferral Agreement.

1.5  "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

1.6  "Change in Control" of the Bank or Holding Company means a change in
     control of a nature that: (i) 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 (the "Exchange Act"); or (ii) results in a Change in Control of the
     Company within the meaning of the Home Owners' Loan Act, as amended, and
     applicable rules and regulations promulgated thereunder (collectively, the
     "HOLA") as in effect at the time of the Change in Control; or (iii) without
     limitation such a Change in Control shall be deemed to have occurred at
     such time as (a) any "person" (as the term is used in Sections 13(d) and
     14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
     in Rule 13d-3 under the Exchange Act), directly or indirectly, of
     securities of the Company representing 25% or more of the combined voting
     power of the Company's outstanding securities except for any securities
     purchased by the Bank's employee stock ownership plan or trust; or (b)
     individuals who constitute the Board 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
     by the Company's stockholders was approved by the same Nominating Committee
     serving under an Incumbent Board, shall be, for purposes of this clause
     (b), considered as though he were a member of the Incumbent Board; or (c) a
     plan of reorganization, merger, consolidation, sale of all or substantially
     all the assets of the Company or similar transaction in which the Company
     is not the surviving institution occurs; or (d) a proxy statement
     soliciting proxies from stockholders of the Company, by someone other than
     the current management of the Company, seeking stockholder approval of a
     plan of reorganization, merger or consolidation of the Company or similar
     transaction with one or more corporations as a result of which the
     outstanding shares of the class of securities then subject to the Plan are
     to be exchanged for or converted into cash or property or securities not
     issued by the Company; or (e) a tender offer is made for 25% or more of the
     voting securities of the Company and the shareholders owning beneficially
     or of record 25% or more of the outstanding securities of the Company have
<PAGE>

     tendered or offered to sell their shares pursuant to such tender offer and
     such tendered shares have been accepted by the tender offeror.
     Notwithstanding anything in this subsection (b) to the contrary, a change
     in control shall not be deemed to have occurred in the event of a
     conversion of the Company's or the Bank's mutual holding company to stock
     form, or in connection with any reorganization used to effect such a
     conversion.
1.7  "Children" means the Executive's children, both natural and adopted,
     determined at the time payments are due the Children under this Plan.

1.8  "Deferral Period" means the period of months designated in the Executive's
     Deferral Agreement during which the Executive shall defer current
     compensation. The Deferral Period shall commence on the date designated in
     the Executive's Deferral Agreement.

1.9  "Deferred Compensation Benefit" means the annuitized value (using the
     Interest Factor) of the Executive's Elective Contribution Account, measured
     as of the Executive's Benefit Age, payable in monthly installments
     throughout the Payout Period and commencing on the Executive's Benefit
     Eligibility Date.

1.10 "Disability Benefit" means the monthly benefit payable to the Executive
     following a determination, in accordance with Subsection 5.2, that he is no
     longer able, properly and satisfactorily, to perform his duties as a
     Executive.

1.11 "Effective Date" of this Plan is December 31, 2003.

1.12 "Elective Contribution" shall refer to any bookkeeping entry required to
     record a Executive's voluntary monthly pre-tax deferral of compensation
     which shall be made in accordance with the Executive's Deferral Agreement.

1.13 "Elective Contribution Account" shall be represented by the bookkeeping
     entries required to record a Executive's Elective Contributions plus
     accrued interest calculated with the Interest Factor, earned to date on
     such amounts. However, neither the existence of such bookkeeping entries
     nor the Elective Contribution Account itself shall be deemed to create
     either a trust of any kind, or a fiduciary relationship between the Bank
     and the Executive or any Beneficiary.

1.14 "Estate" means the estate of the Executive.

1.15 "Interest Factor" means either the Pre-Retirement Interest Factor or the
     Post-Retirement Interest Factor, as applicable.

1.16 "Payout Period" means the time frame during which certain benefits payable
     hereunder shall be distributed. Payments shall be made in equal monthly
     installments commencing on the first day of the first month following the
     occurrence of the event which triggers distribution and continuing for a
     period of one-hundred twenty (120) months, as designated in the Executive's
     Deferral Agreement.

1.17 "Plan Year" shall mean the twelve (12) month period from January 1 to
     December 31 of each year.

1.18 "Post-Retirement Interest Factor" means a rate applicable to annuitize the
     Elective Contribution Account of a Executive in connection with installment
     distributions made following a Executive's retirement or other termination
     of employment. Unless changed pursuant to a written resolution of the Board
     of Executives, the Post-Retirement Interest Factor shall be seven percent
     (7%) per annum.

1.19 "Pre-Retirement Interest Factor" means a rate applied to accruals credited
     to a Executive's Elective Contribution Account prior to the Executive's
     retirement or other termination of employment. Unless changed pursuant to a
<PAGE>

     written resolution of the Board of Executives, the Pre-Retirement Interest
     Factor shall be a rate equivalent to the prime interest rate as published
     in the Wall Street Journal each January 1, plus three percent (3%). For the
     initial Plan Year, the Pre-Retirement Interest Factor shall be seven
     percent (7%). The Pre-Retirement Interest Factor shall be calculated each
     January 1 during the Deferral Period, and such rate shall be the applicable
     Pre-Retirement Interest Factor for the Plan Year for which it is
     calculated.

1.20 "Projected Deferral" is an estimate, determined upon execution of a
     Deferral Agreement, of the total amount of compensation to be deferred by
     the Executive during his Deferral Period (excluding any interest accrued on
     such deferrals), and so designated in the Executive's Deferral Agreement.

1.21 "Spouse" means the individual to whom the Executive is legally married at
     the time of the Executive's death.

1.22 "Survivor's Benefit" means if the Bank has obtained insurance on the life
     of the Executive, an annual amount payable to the Beneficiary in monthly
     installments throughout the Payout Period, equal to the amount designated
     in the Executive's Deferral Agreement. If the Bank has not obtained
     insurance on the life of the Executive, the Survivor's Benefit shall be
     equal to the accrued benefit in the Executive's Elective Contribution
     Account as of the Executive's date of death, annuitized (using the
     Post-Retirement Interest Factor) and payable in monthly installments
     throughout the Payout Period.

                                   SECTION II
                          ESTABLISHMENT OF RABBI TRUST

     The Bank shall establish a rabbi trust into which the Bank shall contribute
assets  which shall be held therein, pursuant to the agreement which establishes
such  rabbi  trust. The contributed assets shall be subject to the claims of the
Bank's  creditors  in  the  event  of  the Bank's "Insolvency" as defined in the
agreement  which  establishes such rabbi trust, until the contributed assets are
paid  to the Executive and his Beneficiary(ies) in such manner and at such times
as  specified  in  this  Plan.  It  is  the  intention  of  the  Bank  to make a
contribution  or  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. Any
contribution(s)  to  the  rabbi trust shall be made in accordance with the rabbi
trust  agreement.  The  amount  and  timing  of  such  contribution(s)  shall be
specified  in  the  agreement  which  establishes  such  rabbi  trust.

                                   SECTION III
                              DEFERRED COMPENSATION

Commencing  on the Effective Date and continuing through the end of the Deferral
Period,  the  Executive and the Bank agree that the Executive may defer into his
Elective  Contribution  Account on a monthly basis a percentage or dollar amount
of  such  Executive's  compensation  up to Seven Hundred Fifty Dollars ($750.00)
which  the  Executive  would  otherwise be entitled to receive from the Bank for
each  month  of  the Deferral Period.  The total deferral during the term of the
Deferral  Period  shall  not  exceed the Executive's Projected Deferral, without
Board  of  Executive  approval.  The  specific amount of the Executive's monthly
deferred  compensation shall be designated in the Executive's Deferral Agreement
and shall apply only to compensation attributable to services not yet performed.

                                   SECTION IV
                          ADJUSTMENT OF DEFERRAL AMOUNT

     Deferral  of  the  specific  amount  of  compensation  designated  in  the
Executive's Deferral Agreement shall continue in effect pursuant to the terms of
this Plan unless and until the Executive amends his Deferral Agreement by filing
with  the  Administrator a Notice of Adjustment of Deferral Amount (Exhibit C of
<PAGE>

the  Deferral  Agreement).  A  Notice  of Adjustment of Deferral Amount shall be
effective if filed with the Administrator at least thirty (30) days prior to any
January  1st  during the Executive's Deferral Period.  Such Notice of Adjustment
of  Deferral Amount shall be effective commencing with the January 1st following
its filing and shall be applicable only to compensation attributable to services
not  yet  performed  by  the  Executive.

                                    SECTION V
                               RETIREMENT BENEFIT

5.1  Retirement Benefit. Subject to Subsection 6.1 of this Plan, the Bank agrees
     to pay the Executive the Deferred Compensation Benefit commencing on the
     Executive's Benefit Eligibility Date. Such payments will be made over the
     term of the Payout Period. In the event of the Executive's death after
     commencement of the Deferred Compensation Benefit, but prior to completion
     of all such payments due and owing hereunder, the Bank shall pay to the
     Executive's Beneficiary a continuation of the monthly installments for the
     number of months remaining in the Payout Period.

5.2  Disability Benefit. If requested by the Executive and approved by the Board
     of Trustees, the Executive shall be entitled to receive the Disability
     Benefit hereunder, in any case in which it is determined by a duly licensed
     independent physician selected by the Bank, that the Executive is no longer
     able, properly and satisfactorily, to perform his regular duties as a
     Executive because of ill health, accident, disability or general inability
     due to age. If the Executive's service is terminated pursuant to this
     Subsection and Board of Executive approval is obtained, the Executive may
     elect to begin receiving the Disability Benefit in lieu of the Deferred
     Compensation Benefit, which is not available prior to the Executive's
     Benefit Eligibility Date. The benefit shall begin within thirty (30) days
     of the Board of Trustees' approval of such benefit. The amount of the
     monthly benefit shall be the annuitized value of the Executive's Elective
     Contribution Account, measured as of the date of the disability
     determination and payable over the Payout Period. The Post-Retirement
     Interest Factor shall be used to annuitize the Elective Contribution
     Account. In the event the Executive dies while receiving Disability Benefit
     payments pursuant to this Subsection, or after becoming eligible for such
     payments but before the actual commencement of such payments, his
     Beneficiary shall be entitled to receive those benefits provided for in
     Subsection 6.1(a) and the Disability Benefits provided for in this
     Subsection shall terminate upon the Executive's death.

5.3  Removal For Cause. In the event the Executive is removed for Cause at any
     time prior to reaching his Benefit Age, he shall be entitled to receive the
     balance of his Elective Contribution Account, measured as of the date of
     removal. Such amount shall be paid in a lump sum within thirty (30) days of
     the Executive's date of removal. All other benefits provided for the
     Executive or his Beneficiary under this Plan shall be forfeited and the
     Plan shall become null and void with respect to such Executive.

5.4  Voluntary or Involuntary Termination Other Than for Cause. If the
     Executive's employment 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 Executive's death or disability, then
     commencing on his Benefit Eligibility Date, the Executive shall be entitled
     to the annuitized value (using the Interest Factor) of his Elective
     Contribution Account calculated as of his Benefit Eligibility Date, and
     payable over the Payout Period.

5.5  Termination of Employment Related to a Change in Control. If a Change in
     Control occurs, and thereafter the Executive's employment is terminated
     (either voluntarily or involuntarily) within thirty-six (36) months, the
     Executive shall be entitled to receive his Deferred Compensation Benefit
     calculated as if Executive had made all of his elective deferrals through
     his Benefit Age. Such benefit shall be annuitized (using the Interest
     Factor) and be payable commencing on such Executive's Benefit Eligibility
     Date in monthly installments throughout the Payout Period. In the event the
     Executive dies at any time after termination of employment, but prior to
     commencement of such payments due and owing hereunder, the Bank or its
     successor, shall pay to the Executive's Beneficiary, the Survivor's
<PAGE>

     Benefit. In the event the Executive dies at any time after commencement of
     such payments, but prior to completion of all such payments due and owing
     hereunder, the Bank or its successor shall pay to the Executive's
     Beneficiary a continuation of the monthly installments for the remainder of
     the Payout Period.

5.6  Modification of Benefit Age. If the Executive elects to modify his Benefit
     Age ("Modified Benefit Age") and to commence receiving benefits hereunder
     before attainment of his Benefit Age as set forth on his Deferral
     Agreement, Executive shall be entitled to receive the value of his Elective
     Contribution Account calculated as of the last day of the month in which
     Executive attains his Modified Benefit Age, provided, however, that
     Executive must have made such an election at least thirteen (13) months
     prior to the first day of the month in which Executive attains his Modified
     Benefit Age (as set forth herein at Exhibit D). Such early benefit shall be
     annuitized (using the Interest Factor) and be payable commencing on the
     first day of the second month following Executive's attaining his Modified
     Benefit Age in monthly installments throughout the Payout Period. In the
     event the Executive dies at any time after designating his Modified Benefit
     Age, but prior to commencement of such payments due and owing hereunder,
     the Bank or its successor shall pay to the Executive's Beneficiary the
     Survivor's Benefit. In the event the Executive dies at any time after
     commencement of the benefit payments, but prior to completion of all such
     payments due and owing hereunder, the Bank or its successor shall pay to
     the Executive's Beneficiary a continuation of the monthly installments for
     the remainder of the Payout Period.

                                   SECTION VI
                                 DEATH BENEFITS

6.1  Death Benefit Prior to Commencement of Deferred Compensation Benefit. In
     the event of the Executive's death prior to commencement of the Deferred
     Compensation Benefit, the Bank shall pay the Executive's Beneficiary a
     monthly benefit for the Payout Period, commencing within thirty (30) days
     of the Executive's death. The amount of such monthly benefit payments shall
     be determined as follows:

     (a)  (1) In the event death occurs (i) while the Executive is receiving the
          Disability Benefit provided for in Subsection 5.2, or (ii) after the
          Executive has become eligible for such Disability Benefit payments but
          before such payments have commenced, the Executive's Beneficiary shall
          be entitled to receive the Survivor's Benefit for the number of months
          in the Payout Period, reduced by the number of months Disability
          Benefit payments were made to the Executive. In the event death occurs
          after the Executive has received the Disability Benefit provided for
          in Subsection 5.2 for the entire Payout Period, the Executive's
          Beneficiary shall not be entitled to the Survivor's Benefit for any
          length of time. However, the lump sum payment described in paragraph
          two (2) of this Subsection 6.1(a) if approved by the Board of
          Executives, and the payment described in Section 6.2, shall still be
          applicable to such Beneficiary.

          (2)  If  (i)  the  total  dollar amount of Disability Benefit payments
          received  by the Executive under Subsection 5.2 is less than the total
          dollar  amount  of  payments  which  would  have been received had the
          Survivor's  Benefit  been paid in lieu of the Disability Benefit which
          was  paid  during  the  Executive's  life,  and (ii) Board of Director
          approval is obtained, the Bank shall pay the Executive's Beneficiary a
          lump  sum  payment  for the difference. This lump sum payment shall be
          made  within  thirty  (30)  days  of  the  Executive's  death.

     (b)  In the event death occurs while the Executive is (i) in the employment
          of the Bank, (ii) deferring compensation pursuant to Section II and
          (iii) prior to any reduction or discontinuance (via an effective
          filing of a Notice of Adjustment of Deferral Amount) in the level of
          deferrals reflected in the Executive's Deferral Agreement, the
          Executive's Beneficiary shall be paid the Survivor's Benefit.

     (c)  In the event death occurs while the Executive is (i) in the employment
          of the Bank, (ii) deferring compensation pursuant to Section II, and
          (iii) after any reduction or discontinuance (via an effective filing
<PAGE>

          of a Notice of Adjustment of Deferral Amount) in the level of
          deferrals reflected in the Executive's Deferral Agreement, the
          Executive's Beneficiary shall be paid a reduced Survivor's Benefit.
          The amount of such reduced Survivor's Benefit shall be determined by
          multiplying the monthly payment available as a Survivor's Benefit by a
          fraction, the numerator of which is equal to the total compensation
          actually deferred by the Executive as of his death, and the
          denominator of which is equal to the total amount of compensation
          which would have been deferred as of his death, if no reduction or
          discontinuance in the level of deferrals had occurred at any time
          following execution of the Deferral Agreement and during the Deferral
          Period.

     (d)  In the event the Executive completes less than One Hundred Percent
          (100%) of his Projected Deferrals due to any voluntary or involuntary
          termination other than removal for Cause, the Executive's Beneficiary
          shall be paid a reduced Survivor's Benefit. The amount of such reduced
          Survivor's Benefit shall be determined by multiplying the monthly
          payment available as a Survivor's Benefit by a fraction, the numerator
          of which is equal to the total compensation actually deferred by the
          Executive, and the denominator of which is equal to the Executive's
          Projected Deferral.

     (e)  In the event the Executive completes One Hundred Percent (100%) of his
          Projected Deferrals prior to any voluntary or involuntary termination
          other than removal for Cause, and provided no payments have been made
          pursuant to Subsection 5.2, the Executive's Beneficiary shall be paid
          the Survivor's Benefit.

6.2  Additional Death Benefit - Burial Expense. In addition to the
     above-described death benefits, upon the Executive's death, the Executive's
     Beneficiary shall be entitled to receive a one-time lump sum death benefit
     in the amount of Ten Thousand Dollars ($10,000.00). This benefit shall be
     provided specifically for the purpose of providing payment for burial
     and/or funeral expenses of the Executive. Such benefit shall be payable
     within thirty (30) days of the Executive's death. The Executive's
     Beneficiary shall not be entitled to such benefit if the Executive is
     removed for Cause prior to death, or if a similar lump sum death benefit is
     paid by the Bank to the Beneficiary under another similar plan of the Bank.

                                   SECTION VII
                             BENEFICIARY DESIGNATION

     The  Executive  shall  make an initial designation of primary and secondary
Beneficiaries  upon execution of his Deferral 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 Deferral
Agreement,  a  written  designation  of primary and secondary Beneficiaries. Any
Beneficiary  designation  made subsequent to execution of the Deferral Agreement
shall  become  effective only when receipt thereof is acknowledged in writing by
the  Administrator.

                                  SECTION VIII
                           EXECUTIVE'S RIGHT TO ASSETS

     The  rights of the Executive, any Beneficiary, or any other person claiming
through  the  Executive  under  this Plan, shall be solely those of an unsecured
general  creditor  of  the  Bank.  The  Executive, the Beneficiary, or any other
person claiming through the Executive, shall only have the right to receive from
the  Bank those payments so specified under this Plan. The Executive 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 Executive or his
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.
<PAGE>

                                   SECTION IX
                            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 Executive, 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 any 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 Executive 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
Executive,  then  the  Executive 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 X
                     ALIENABILITY AND ASSIGNMENT PROHIBITION

     Neither  the  Executive  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 Executive or his
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency  or otherwise. In the event the Executive or any Beneficiary attempts
assignment,  communication,  hypothecation, transfer or disposal of the benefits
hereunder,  the  Bank's  liabilities  shall  forthwith  cease  and  terminate.

                                   SECTION XI
                                 ACT PROVISIONS

11.1 Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary
     and Administrator (the "Administrator") 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.

11.2 Claims Procedure and Arbitration. In the event that benefits under this
     Plan are not paid to the Executive (or to his Beneficiary in the case of
     the Executive'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
     Administrator 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 Deferral Agreement upon which the
     denial is based, and any additional material or information necessary to
     perfect the claim. Such writing by the Administrator 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 Deferral 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
     Deferral  Agreement  upon  which  the  decision  is  based.
<PAGE>

     If  claimants  continue  to dispute the benefit denial based upon completed
     performance  of  this  Plan  and  the Deferral 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 XII
                                  MISCELLANEOUS

12.1 No Guarantee of Employment. Nothing contained herein will confer upon the
     Executive the right to be retained in the service of the Bank nor limit the
     right of the Bank to discharge or otherwise deal with the Executive without
     regard to the existence of the Plan. Notwithstanding anything herein
     contained to the contrary, any payment to the Executive by the Holding
     Company are subject to and conditioned upon their compliance with Section
     18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and
     the regulations promulgated thereunder in 12 C.F.R. Part 359.

12.2 State Law. The Plan is established under, and will be construed according
     to, the laws of the state of New York.

12.3 Severability and Interpretation of Provisions. 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, or in the event that any
     legislation adopted by any government body having jurisdiction over the
     Bank would be retroactively applied to invalidate this Plan or any
     provision hereof or cause the benefits hereunder to be taxable, 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
     enforceability of the remaining provisions will not be affected thereby. In
     the event that the intent of any provision shall need to be construed in
     any manner to avoid taxability, such construction shall be made by the Plan
     Administrator in a manner that would manifest to the maximum extent
     possible the original meaning of such provisions.

12.4 Incapacity of Recipient. In the event the Executive 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
     Executive is entitled shall be paid to such conservator or other person
     legally charged with the care of his person or Estate.

12.5 Unclaimed Benefit. The Executive shall keep the Bank informed of his
     current address and the current address of his Beneficiaries. If the
     location of the Executive is not made known to the Bank within three (3)
     years after the date on which any payment of the Deferred Compensation
     Benefit may first be made, payment may be made as though the Executive had
     died at the end of the three (3) year period.

12.6 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 Trustees shall be personally liable to the
     Executive or any other person for any claim, loss, liability or expense
     incurred in connection with this Plan.
<PAGE>

12.7 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.

12.8 Effect on Other Corporate Benefit Plans. Nothing contained in this Plan
     shall affect the right of the Executive to participate in or be covered by
     any qualified or non-qualified pension, profit sharing, group, bonus or
     other supplemental compensation or fringe benefit agreement constituting a
     part of the Bank's existing or future compensation structure.

12.9 Suicide. Notwithstanding anything to the contrary in this Plan, the
     benefits otherwise provided herein shall not be payable if the Executive's
     death results from suicide, whether sane or insane, within twenty-six (26)
     months after the execution of his Deferral Agreement. If the Executive dies
     during this twenty-six (26) month period due to suicide, the balance of his
     Elective Contribution Account will be paid to the Executive's Beneficiary
     in a single payment. Payment is to be made within thirty (30) days after
     the Executive's death is declared a suicide by competent legal authority.

     Credit  shall be given to the Bank for payments made prior to determination
     of  suicide.

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

12.11 Source of Payments. All payments provided in this Plan shall be timely
     paid in cash or check from the general funds of the Bank or the assets of
     the rabbi trust. The Holding Company guarantees payment and provision of
     all amounts and benefits due to the Executives and, if such amounts and
     benefits are not timely paid or provided by the Bank, or the rabbi trust,
     such amounts and benefits shall be paid or provided by the Holding Company.

12.12 Modification of Benefit Eligibility Date. In the event that a Executive
     desires to modify his Benefit Eligibility Date or Payout Period with
     respect to future Elective Contributions, the Executive may do so at the
     time and in the manner that the Executive is entitled to adjust his
     Elective Contribution, pursuant to Section IV of the Plan. In the event
     that a Executive desires to modify his Benefit Eligibility Date or Payout
     Period with respect to amounts accrued in his Elective Contribution Account
     the Executive may do so, provided, however, that any such modification is
     made no later than twenty-four (24) months prior to the date of both (i)
     the Executive's existing Benefit Eligibility (at the time of such
     modification) and (ii) the Executive's Benefit Eligibility Date, as
     modified.

12.13 Tax Withholding. If applicable, the Bank may withhold from any benefits
     payable under this Plan all federal, state, city, or other taxes as shall
     be required pursuant to any law or governmental regulation then in effect.

12.14 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 XIII
                              AMENDMENT/REVOCATION

     This  Plan  shall not be amended, modified or revoked at any time, in whole
or  part,  without the mutual written consent of the Executive and the Bank, and
such mutual consent shall be required even if the Executive is no longer serving
the  Bank  as a member of the Board; provided, however, mutual consent shall not
be required if such amendment or modification is required by a regulatory agency
having  jurisdiction  over  the  Bank  or the Holding Company or is necessary to
avoid  taxation of the benefits payable hereunder prior to their distribution or
is  desirable  or  required  pursuant  to  Section  12.3  hereof.
<PAGE>

                                   SECTION XIV
                                    EXECUTION

14.1     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.

14.2     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.

                            [Signature Page Follows]


<PAGE>


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


ATTEST:                              PATHFINDER  BANK



/s/  Melissa  A.  Miller               By:     /s/ Thomas W. Schneider
------------------------              -----------------------
Secretary                              Title:     President  and  CEO




ATTEST:                              PATHFINDER  BANCORP,  INC.



/s/  Melissa  A.  Miller               By:     /s/ Thomas W. Schneider
------------------------               -----------------------
Secretary                              Title:     President  and  CEO




ATTEST:                              PATHFINDER  BANCORP,  MHC



/s/  Melissa  A.  Miller               By:     /s/ Thomas W. Schneider
------------------------               -----------------------
Secretary                              Title:     President  and  CEO


<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                               DEFERRAL AGREEMENT


     I,  Thomas  W.  Schneider,  and  PATHFINDER  BANK hereby agree for good and
valuable  consideration, the value of which is hereby acknowledged, that I shall
participate  in  the  Pathfinder  Bank Executive Deferred Compensation Plan (the
"Plan"), effective December 31, 2003, as such Plan may now exist or hereafter be
amended  or  modified, and do further agree to the terms and conditions thereof.

     I  hereby  elect to defer ________ Percent (_____ %) or $ 417 of my monthly
Compensation.  Such  deferrals  shall  commence  on  January  1, 2004, and shall
continue  for a period of one hundred twenty (120) months, known as the Deferral
Period,  and  will  result  in a Projected Deferral in the amount of $50,000.  I
understand that this election to defer applies only to Compensation attributable
to  services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Compensation to be deferred or to
discontinue  deferrals  altogether.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $2,857 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

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

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


     Dated  this  31st  day  of  December,  2003.



/s/  Thomas  W.  Schneider         /s/  Melissa  A.  Miller
--------------------------         ------------------------
Executive                Duly  Authorized  Officer  of  Pathfinder  Bank

<PAGE>
                                                                       EXHIBIT B


                                 PATHFINDER BANK
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                             BENEFICIARY DESIGNATION


     The  Executive,  under  the terms of the Pathfinder Bank Executive Deferred
Compensation  Plan  hereby  designates  the following Beneficiary to receive any
guaranteed  payments  or  death  benefits* under such Plan, following his death:


PRIMARY  BENEFICIARY:               Joy  Ann  Schneider
                                    -------------------

SECONDARY  BENEFICIAY:        Thomas  J.  Schneider,  Matthew  R.  Schneider,
                              -----------------------------------------------
                              James  A.  Schneider;  equally  per  stirpes
                              --------------------------------------------

     This  Beneficiary  Designation  hereby  revokes  any  prior  Beneficiary
Designation  which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:  _________________,  20  ___



/s/  W.  J.  Landers            /s/  Thomas  Schneider
--------------------            ----------------------
WITNESS                         EXECUTIVE


/s/  Chris  C.  Gagas
---------------------
WITNESS




*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.


<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                               DEFERRAL AGREEMENT


     I,  Melissa  A.  Miller,  and  PATHFINDER  BANK  hereby  agree for good and
valuable  consideration, the value of which is hereby acknowledged, that I shall
participate  in  the  Pathfinder  Bank Executive Deferred Compensation Plan (the
"Plan"), effective December 31, 2003, as such Plan may now exist or hereafter be
amended  or  modified, and do further agree to the terms and conditions thereof.

     I  hereby  elect to defer ________ Percent (_____ %) or $ 417 of my monthly
Compensation.  Such  deferrals  shall  commence  on  February 1, 2004, and shall
continue  for a period of one hundred twenty (120) months, known as the Deferral
Period,  and  will  result  in a Projected Deferral in the amount of $50,000.  I
understand that this election to defer applies only to Compensation attributable
to  services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Compensation to be deferred or to
discontinue  deferrals  altogether.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $2,174 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

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

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


     Dated  this  ____  day  of  January,  2004.



/s/  Melissa  A.  Miller       /s/  Thomas  W.  Schneider
------------------------       --------------------------
Executive                      Duly  Authorized  Officer  of  Pathfinder  Bank

<PAGE>
                                                                       EXHIBIT B


                                 PATHFINDER BANK
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                             BENEFICIARY DESIGNATION


     The  Executive,  under  the terms of the Pathfinder Bank Executive Deferred
Compensation  Plan  hereby  designates  the following Beneficiary to receive any
guaranteed  payments  or  death  benefits* under such Plan, following his death:


PRIMARY  BENEFICIARY:           Lisa  E.  Dashnau
                                -----------------

SECONDARY  BENEFICIAY:          Makayla  Dashnau  (Mesec)  and  Madison  Dashnau
                                ------------------------------------------------

     This  Beneficiary  Designation  hereby  revokes  any  prior  Beneficiary
Designation  which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:  _________________,  20  ___



/s/  Thomas  Schneider          /s/  Melissa  A.  Miller
----------------------          ------------------------
WITNESS                         EXECUTIVE


/s/  James  A.  Dowd
--------------------
WITNESS




*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.

<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                               DEFERRAL AGREEMENT


     I,  James  A.  Dowd, and PATHFINDER BANK hereby agree for good and valuable
consideration,  the  value  of  which  is  hereby  acknowledged,  that  I  shall
participate  in  the  Pathfinder  Bank Executive Deferred Compensation Plan (the
"Plan"), effective December 31, 2003, as such Plan may now exist or hereafter be
amended  or  modified, and do further agree to the terms and conditions thereof.

     I  hereby  elect to defer ________ Percent (_____ %) or $ 417 of my monthly
Compensation.  Such  deferrals  shall  commence  on  January  1, 2004, and shall
continue  for a period of one hundred twenty (120) months, known as the Deferral
Period,  and  will  result  in a Projected Deferral in the amount of $50,000.  I
understand that this election to defer applies only to Compensation attributable
to  services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Compensation to be deferred or to
discontinue  deferrals  altogether.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $4,394 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

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

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


     Dated  this  31st  day  of  December,  2003.



/s/  James  A.  Dowd              /s/  Thomas  W.  Schneider
--------------------              --------------------------
Executive                Duly  Authorized  Officer  of  Pathfinder  Bank




<PAGE>
                                                                       EXHIBIT B


                                 PATHFINDER BANK
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                             BENEFICIARY DESIGNATION


     The  Executive,  under  the terms of the Pathfinder Bank Executive Deferred
Compensation  Plan  hereby  designates  the following Beneficiary to receive any
guaranteed  payments  or  death  benefits* under such Plan, following his death:


PRIMARY  BENEFICIARY:           Nancy  J.  Dowd  (Mother)
                                -------------------------

SECONDARY  BENEFICIAY:          John  W.  Dowd  (Brother)
                                -------------------------

     This  Beneficiary  Designation  hereby  revokes  any  prior  Beneficiary
Designation  which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:  _________________,  20  ___



/s/  W.  J.  Landers           /s/  James  A.  Dowd
--------------------           --------------------
WITNESS                        EXECUTIVE


/s/  Thomas  Schneider
----------------------
WITNESS

*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.


<PAGE>



EXHIBIT  10.2

                                TRUSTEE DEFERRED
                                    FEE PLAN

     This  Trustee  Deferred Fee Plan (the "Plan"), effective as of the 31st day
of  December  2003,  formalizes the understanding by and between PATHFINDER BANK
(the  "Bank"),  a  state  chartered  stock  savings  bank,  and certain eligible
Trustees,  hereinafter  referred  to  as "Trustee", who shall be approved by the
Bank  to  participate  and  who  shall  elect  to become a party to this Trustee
Deferred Fee Plan by execution of a Trustee Deferred Fee Plan Deferral Agreement
("Deferral Agreement") in a form provided by the Bank.  Pathfinder Bancorp, MHC,
a  Federal  mutual  holding  company, and Pathfinder Bancorp, Inc. (the "Holding
Company")  are  parties  to  this Agreement for the sole purpose of guaranteeing
the  Bank's  performance  hereunder.

                              W I T N E S S E T H :

     WHEREAS, the Bank recognizes the valuable services heretofore performed for
it  by  its  Trustees  and  wishes  to  encourage continued service of each; and

     WHEREAS, the Bank values the efforts, abilities and accomplishments of such
Trustees  and recognizes that the Trustees' services substantially contribute to
its  continued  growth  and  profits  in  the  future;  and

     WHEREAS,  the  Bank  desires  to  adopt  a  deferred  compensation plan for
Trustees  in  order to permit the Trustees to defer a portion of their fees; and

     WHEREAS, these Trustees wish to defer a certain portion of their fees to be
earned  in  the  future;  and

     WHEREAS,  the  Bank  and  the Trustees intend this Plan to be considered an
unfunded arrangement, maintained primarily to provide retirement income for such
Trustees,  for  tax  purposes and for purposes of the Employee Retirement Income
Security  Act  of  1974,  as  amended;  and

     WHEREAS, the Bank has adopted this Trustee Deferred Fee Plan which controls
all  issues  relating to the Deferred Compensation Benefits as described herein.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the  parties  hereto  agree  to  the  following  terms  and  conditions:


<PAGE>
                                    SECTION I
                                   DEFINITIONS

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

1.1  "Bank" means Pathfinder Bank and any successor thereto.

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

1.3  "Benefit Age" shall be the birthday on which the Trustee becomes eligible
     to receive benefits under the plan. Such birthday shall be designated in
     the Trustee's Deferral Agreement.

1.4  "Benefit Eligibility Date" shall be the date on which a Trustee is entitled
     to receive his Deferred Compensation Benefit. It shall be the first day of
     the month following the month in which the Trustee attains the Benefit Age
     designated in his Deferral Agreement.

1.5  "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.

1.6  "Change in Control" of the Bank or Holding Company means a change in
     control of a nature that: (i) 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 (the "Exchange Act"); or (ii) results in a Change in Control of the
     Company within the meaning of the Home Owners' Loan Act, as amended, and
     applicable rules and regulations promulgated thereunder (collectively, the
     "HOLA") as in effect at the time of the Change in Control; or (iii) without
     limitation such a Change in Control shall be deemed to have occurred at
     such time as (a) any "person" (as the term is used in Sections 13(d) and
     14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
     in Rule 13d-3 under the Exchange Act), directly or indirectly, of
     securities of the Company representing 25% or more of the combined voting
     power of the Company's outstanding securities except for any securities
     purchased by the Bank's employee stock ownership plan or trust; or (b)
     individuals who constitute the Board 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
     by the Company's stockholders was approved by the same Nominating Committee
     serving under an Incumbent Board, shall be, for purposes of this clause
     (b), considered as though he were a member of the Incumbent Board; or (c) a
     plan of reorganization, merger, consolidation, sale of all or substantially
     all the assets of the Company or similar transaction in which the Company
     is not the surviving institution occurs; or (d) a proxy statement
     soliciting proxies from stockholders of the Company, by someone other than
     the current management of the Company, seeking stockholder approval of a
     plan of reorganization, merger or consolidation of the Company or similar
     transaction with one or more corporations as a result of which the
     outstanding shares of the class of securities then subject to the Plan are
     to be exchanged for or converted into cash or property or securities not
     issued by the Company; or (e) a tender offer is made for 25% or more of the
     voting securities of the Company and the shareholders owning beneficially
     or of record 25% or more of the outstanding securities of the Company have
<PAGE>

     tendered or offered to sell their shares pursuant to such tender offer and
     such tendered shares have been accepted by the tender offeror.
     Notwithstanding anything in this subsection (b) to the contrary, a change
     in control shall not be deemed to have occurred in the event of a
     conversion of the Company's or the Bank's mutual holding company to stock
     form, or in connection with any reorganization used to effect such a
     conversion.

1.7  "Children" means the Trustee's children, both natural and adopted,
     determined at the time payments are due the Children under this Plan.

1.8  "Deferral Period" means the period of months designated in the Trustee's
     Deferral Agreement during which the Trustee shall defer current fees. The
     Deferral Period shall commence on the date designated in the Trustee's
     Deferral Agreement.

1.9  "Deferred Compensation Benefit" means the annuitized value (using the
     Interest Factor) of the Trustee's Elective Contribution Account, measured
     as of the Trustee's Benefit Age, payable in monthly installments throughout
     the Payout Period and commencing on the Trustee's Benefit Eligibility Date.

1.10 "Disability Benefit" means the monthly benefit payable to the Trustee
     following a determination, in accordance with Subsection 5.2, that he is no
     longer able, properly and satisfactorily, to perform his duties as a
     Trustee.

1.11 "Effective Date" of this Plan is December 31, 2003.

1.12 "Elective Contribution" shall refer to any bookkeeping entry required to
     record a Trustee's voluntary monthly pre-tax deferral of fees which shall
     be made in accordance with the Trustee's Deferral Agreement.

1.13 "Elective Contribution Account" shall be represented by the bookkeeping
     entries required to record a Trustee's Elective Contributions plus accrued
     interest calculated with the Interest Factor, earned to date on such
     amounts. However, neither the existence of such bookkeeping entries nor the
     Elective Contribution Account itself shall be deemed to create either a
     trust of any kind, or a fiduciary relationship between the Bank and the
     Trustee or any Beneficiary.

1.14 "Estate" means the estate of the Trustee.

1.15 "Interest Factor" means either the Pre-Retirement Interest Factor or the
     Post-Retirement Interest Factor, as applicable.

1.16 "Payout Period" means the time frame during which certain benefits payable
     hereunder shall be distributed. Payments shall be made in equal monthly
     installments commencing on the first day of the first month following the
     occurrence of the event which triggers distribution and continuing for a
     period of one-hundred twenty (120) months, as designated in the Trustee's
     Deferral Agreement.

1.17 "Plan Year" shall mean the twelve (12) month period from January 1 to
     December 31 of each year.

1.18 "Post-Retirement Interest Factor" means a rate applicable to annuitize the
     Elective Contribution Account of a Trustee in connection with installment
     distributions made following a Trustee's retirement or other termination of
     service. Unless changed pursuant to a written resolution of the Board of
     Trustees, the Post-Retirement Interest Factor shall be seven percent (7%)
     per annum.
<PAGE>

1.19 "Pre-Retirement Interest Factor" means a rate applied to accruals credited
     to a Trustee's Elective Contribution Account prior to the Trustee's
     retirement or other termination of service. Unless changed pursuant to a
     written resolution of the Board of Trustees, the Pre-Retirement Interest
     Factor shall be a rate equivalent to the prime interest rate as published
     in the Wall Street Journal each January 1, plus three percent (3%). For the
     initial Plan Year, the Pre-Retirement Interest Factor shall be seven
     percent (7%). The Pre-Retirement Interest Factor shall be calculated each
     January 1 during the Deferral Period, and such rate shall be the applicable
     Pre-Retirement Interest Factor for the Plan Year for which it is
     calculated.

1.20 "Projected Deferral" is an estimate, determined upon execution of a
     Deferral Agreement, of the total amount of compensation to be deferred by
     the Trustee during his Deferral Period (excluding any interest accrued on
     such deferrals), and so designated in the Trustee's Deferral Agreement.

1.21 "Spouse" means the individual to whom the Trustee is legally married at the
     time of the Trustee's death.

1.22 "Survivor's Benefit" means if the Bank has obtained insurance on the life
     of the Trustee, an annual amount payable to the Beneficiary in monthly
     installments throughout the Payout Period, equal to the amount designated
     in the Trustee's Deferral Agreement. If the Bank has not obtained insurance
     on the life of the Trustee, the Survivor's Benefit shall be equal to the
     accrued benefit in the Trustee's Elective Contribution Account as of the
     Trustee's date of death, annuitized (using the Post-Retirement Interest
     Factor) and payable in monthly installments throughout the Payout Period.

                                   SECTION II
                          ESTABLISHMENT OF RABBI TRUST

     The Bank shall establish a rabbi trust into which the Bank shall contribute
assets  which shall be held therein, pursuant to the agreement which establishes
such  rabbi  trust. The contributed assets shall be subject to the claims of the
Bank's  creditors  in  the  event  of  the Bank's "Insolvency" as defined in the
agreement  which  establishes such rabbi trust, until the contributed assets are
paid to the Trustee and his Beneficiary(ies) in such manner and at such times as
specified  in  this Plan. It is the intention of the Bank to make a contribution
or  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. Any contribution(s) to
the  rabbi trust shall be made in accordance with the rabbi trust agreement. The
amount  and  timing  of such contribution(s) shall be specified in the agreement
which  establishes  such  rabbi  trust.

                                   SECTION III
                              DEFERRED COMPENSATION

Commencing  on the Effective Date and continuing through the end of the Deferral
Period,  the  Trustee  and  the  Bank  agree that the Trustee may defer into his
Elective  Contribution  Account on a monthly basis up to the lesser of (i) Seven
Hundred  Fifty  Dollars  ($750.00),  or  (ii)  One Hundred Percent (100%) of the
monthly  fees  which the Trustee would otherwise be entitled to receive from the
Bank  for each month of the Deferral Period.  The total deferral during the term
of  the  Deferral  Period  shall  not  exceed  the Trustee's Projected Deferral,
without  Board of Trustee approval. The specific amount of the Trustee's monthly
deferred  compensation  shall  be designated in the Trustee's Deferral Agreement
and shall apply only to compensation attributable to services not yet performed.
<PAGE>

                                   SECTION IV
                          ADJUSTMENT OF DEFERRAL AMOUNT

     Deferral  of  the  specific  amount  of  fees  designated  in the Trustee's
Deferral  Agreement  shall continue in effect pursuant to the terms of this Plan
unless  and  until  the Trustee amends his Deferral Agreement by filing with the
Administrator  a  Notice  of  Adjustment  of  Deferral  Amount (Exhibit B of the
Deferral  Agreement).  If  the Bank increases the amount of fees and/or retainer
earned  by  the  Trustee, the Trustee can include such additional amounts in his
monthly deferral, subject to the limits of Section III herein, provided approval
from  the  Board  of  Trustees  is obtained, by filing a Notice of Adjustment of
Deferral Amount. A Notice of Adjustment of Deferral Amount shall be effective if
filed  with the Administrator at least thirty (30) days prior to any January 1st
during  the  Trustee's  Deferral  Period.  Such Notice of Adjustment of Deferral
Amount  shall  be effective commencing with the January 1st following its filing
and  shall  be  applicable only to compensation attributable to services not yet
performed  by  the  Trustee.


                                    SECTION V
                               RETIREMENT BENEFIT

5.1  Retirement Benefit. Subject to Subsection 6.1 of this Plan, the Bank agrees
     to pay the Trustee the Deferred Compensation Benefit commencing on the
     Trustee's Benefit Eligibility Date. Such payments will be made over the
     term of the Payout Period. In the event of the Trustee's death after
     commencement of the Deferred Compensation Benefit, but prior to completion
     of all such payments due and owing hereunder, the Bank shall pay to the
     Trustee's Beneficiary a continuation of the monthly installments for the
     number of months remaining in the Payout Period.

5.2  Disability Benefit. If requested by the Trustee and approved by the Board
     of Trustees, the Trustee shall be entitled to receive the Disability
     Benefit hereunder, in any case in which it is determined by a duly licensed
     independent physician selected by the Bank, that the Trustee is no longer
     able, properly and satisfactorily, to perform his regular duties as a
     Trustee because of ill health, accident, disability or general inability
     due to age. If the Trustee's service is terminated pursuant to this
     Subsection and Board of Trustee approval is obtained, the Trustee may elect
     to begin receiving the Disability Benefit in lieu of the Deferred
     Compensation Benefit, which is not available prior to the Trustee's Benefit
     Eligibility Date. The benefit shall begin within thirty (30) days of Board
     of Trustees' approval of such benefit. The amount of the monthly benefit
     shall be the annuitized value of the Trustee's Elective Contribution
     Account, measured as of the date of the disability determination and
     payable over the Payout Period. The Post-Retirement Interest Factor shall
     be used to annuitize the Elective Contribution Account. In the event the
     Trustee dies while receiving Disability Benefit payments pursuant to this
     Subsection, or after becoming eligible for such payments but before the
     actual commencement of such payments, his Beneficiary shall be entitled to
     receive those benefits provided for in Subsection 6.1(a) and the Disability
     Benefits provided for in this Subsection shall terminate upon the Trustee's
     death.

5.3  Removal For Cause. In the event the Trustee is removed for Cause at any
     time prior to reaching his Benefit Age, he shall be entitled to receive the
     balance of his Elective Contribution Account, measured as of the date of
     removal. Such amount shall be paid in a lump sum within thirty (30) days of
     the Trustee's date of removal. All other benefits provided for the Trustee
     or his Beneficiary under this Plan shall be forfeited and the Plan shall
     become null and void with respect to such Trustee.

5.4  Voluntary or Involuntary Termination Other Than for Cause. If the Trustee's
     service with the Bank is voluntarily or involuntarily terminated prior to
<PAGE>

     the attainment of his Benefit Eligibility Date, for any reason other than
     for Cause, the Trustee's death or disability, then commencing on his
     Benefit Eligibility Date, the Trustee shall be entitled to the annuitized
     value (using the Interest Factor) of his Elective Contribution Account
     calculated as of his Benefit Eligibility Date, and payable over the Payout
     Period.

5.5  Termination of Service Related to a Change in Control. If a Change in
     Control occurs, and thereafter the Trustee's service is terminated (either
     voluntarily or involuntarily) within thirty-six (36) months, the Trustee
     shall be entitled to receive his Deferred Compensation Benefit calculated
     as if the Trustee had made all of his elective deferrals through his
     Benefit Age. Such benefit shall be annuitized (using the Interest Factor)
     and be payable commencing on such Trustee's Benefit Eligibility Date in
     monthly installments throughout the Payout Period. In the event the Trustee
     dies at any time after termination of employment, but prior to commencement
     of such payments due and owing hereunder, the Bank or its successor, shall
     pay to the Trustee's Beneficiary, the Survivor's Benefit. In the event the
     Trustee dies at any time after commencement of such payments, but prior to
     completion of all such payments due and owing hereunder, the Bank or its
     successor shall pay to the Trustee's Beneficiary, continuation of the
     monthly installments for the remainder of the Payout Period.

5.6  Modification of Benefit Age. If the Trustee elects to modify his Benefit
     Age ("Modified Benefit Age") and to commence receiving benefits hereunder
     before attainment of his Benefit Age as set forth on his Deferral
     Agreement, Trustee shall be entitled to receive the value of his Elective
     Contribution Account calculated as of the last day of the month in which
     Trustee attains his Modified Benefit Age, provided, however, that Trustee
     must have made such an election at least thirteen (13) months prior to the
     first day of the month in which Trustee attains his Modified Benefit Age
     (as set forth herein at Exhibit D). Such early benefit shall be annuitized
     (using the Interest Factor) and be payable commencing on the first day of
     the second month following Trustee's attaining his Modified Benefit Age in
     monthly installments throughout the Payout Period. In the event the Trustee
     dies at any time after designating his Modified Benefit Age, but prior to
     commencement of such payments due and owing hereunder, the Bank or its
     successor shall pay to the Trustee's Beneficiary the Survivor's Benefit. In
     the event the Executive dies at any time after commencement of the benefit
     payments, but prior to completion of all such payments due and owing
     hereunder, the Bank or its successor shall pay to the Trustee's Beneficiary
     a continuation of the monthly installments for the remainder of the Payout
     Period.

                                   SECTION VI
                                 DEATH BENEFITS

6.1  Death Benefit Prior to Commencement of Deferred Compensation Benefit. In
     the event of the Trustee's death prior to commencement of the Deferred
     Compensation Benefit, the Bank shall pay the Trustee's Beneficiary a
     monthly benefit for the Payout Period, commencing within thirty (30) days
     of the Trustee's death. The amount of such monthly benefit payments shall
     be determined as follows:

     (a)  (1) In the event death occurs (i) while the Trustee is receiving the
          Disability Benefit provided for in Subsection 5.2, or (ii) after the
          Trustee has become eligible for such Disability Benefit payments but
          before such payments have commenced, the Trustee's Beneficiary shall
          be entitled to receive the Survivor's Benefit for the number of months
          in the Payout Period, reduced by the number of months Disability
          Benefit payments were made to the Trustee. In the event death occurs
          after the Trustee has received the Disability Benefit provided for in
          Subsection 5.2 for the entire Payout Period, the Trustee's Beneficiary
          shall not be entitled to the Survivor's Benefit for any length of
          time. However, the lump sum payment described in paragraph two (2) of
          this Subsection 6.1 (a) if approved by the Board of Trustees, and the
          payment described in Section 6.2, shall still be applicable to such
          Beneficiary.
<PAGE>

          (2)  If  (i)  the  total  dollar amount of Disability Benefit payments
          received  by  the  Trustee under Subsection 5.2 is less than the total
          dollar  amount  of  payments  which  would  have been received had the
          Survivor's  Benefit  been paid in lieu of the Disability Benefit which
          was paid during the Trustee's life, and (ii) Board of Trustee approval
          is  obtained,  the Bank shall pay the Trustee's Beneficiary a lump sum
          payment for the difference. This lump sum payment shall be made within
          thirty  (30)  days  of  the  Trustee's  death.

     (b)  In the event death occurs while the Trustee is (i) in the service of
          the Bank, (ii) deferring fees pursuant to Section II and (iii) prior
          to any to any reduction or discontinuance (via an effective filing of
          a Notice of Adjustment of Deferral Amount) in the level of deferrals
          reflected in the Trustee's Deferral Agreement, the Trustee's
          Beneficiary shall be paid the Survivor's Benefit.

     (c)  In the event death occurs while the Trustee is (i) in the service of
          the Bank, (ii) deferring fees pursuant to Section II, and (iii) after
          any reduction or discontinuance (via an effective filing of a Notice
          of Adjustment of Deferral Amount) in the level of deferrals reflected
          in the Trustee's Deferral Agreement, the Trustee's Beneficiary shall
          be paid a reduced Survivor's Benefit. The amount of such reduced
          Survivor's Benefit shall be determined by multiplying the monthly
          payment available as a Survivor's Benefit by a fraction, the numerator
          of which is equal to the total Board fees actually deferred by the
          Trustee as of his death, and the denominator of which is equal to the
          total amount of Board fees which would have been deferred as of his
          death, if no reduction or discontinuance in the level of deferrals had
          occurred at any time following execution of the Deferral Agreement and
          during the Deferral Period.

     (d)  In the event the Trustee completes less than One Hundred Percent
          (100%) of his Projected Deferrals due to any voluntary or involuntary
          termination other than removal for Cause, the Trustee's Beneficiary
          shall be paid a reduced Survivor's Benefit. The amount of such reduced
          Survivor's Benefit shall be determined by multiplying the monthly
          payment available as a Survivor's Benefit by a fraction, the numerator
          of which is equal to the total Board fees actually deferred by the
          Trustee, and the denominator of which is equal to the Trustee's
          Projected Deferral.

     (e)  In the event the Trustee completes One Hundred Percent (100%) of his
          Projected Deferrals prior to any voluntary or involuntary termination
          other than removal for Cause, and provided no payments have been made
          pursuant to Subsection 5.2, the Trustee's Beneficiary shall be paid
          the Survivor's Benefit.

6.2  Additional Death Benefit - Burial Expense. In addition to the
     above-described death benefits, upon the Trustee's death, the Trustee's
     Beneficiary shall be entitled to receive a one-time lump sum death benefit
     in the amount of Ten Thousand Dollars ($10,000.00). This benefit shall be
     provided specifically for the purpose of providing payment for burial
     and/or funeral expenses of the Trustee. Such benefit shall be payable
     within thirty (30) days of the Trustee's death. The Trustee's Beneficiary
     shall not be entitled to such benefit if the Trustee is removed for Cause
     prior to death, or if a similar lump sum death benefit is paid by the Bank
     to the Beneficiary under another similar plan of the Bank.
<PAGE>

                                   SECTION VII
                             BENEFICIARY DESIGNATION

     The  Trustee  shall  make  an  initial designation of primary and secondary
Beneficiaries  upon execution of his Deferral 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 Deferral
Agreement,  a  written  designation  of primary and secondary Beneficiaries. Any
Beneficiary  designation  made subsequent to execution of the Deferral Agreement
shall  become  effective only when receipt thereof is acknowledged in writing by
the  Administrator.

                                  SECTION VIII
                            TRUSTEE'S RIGHT TO ASSETS

     The  rights  of  the Trustee, any Beneficiary, or any other person claiming
through  the  Trustee  under  this  Plan,  shall be solely those of an unsecured
general creditor of the Bank.  The Trustee, the Beneficiary, or any other person
claiming through the Trustee, shall only have the right to receive from the Bank
those  payments  so  specified  under this Plan. The Trustee 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 Trustee or his
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 IX
                            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 Trustee, 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 any 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 Trustee 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
Trustee,  then  the  Trustee  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 X
                     ALIENABILITY AND ASSIGNMENT PROHIBITION

     Neither  the  Trustee  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 Trustee or his
Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
insolvency  or  otherwise.  In the event the Trustee or any Beneficiary attempts
assignment,  communication,  hypothecation, transfer or disposal of the benefits
hereunder,  the  Bank's  liabilities  shall  forthwith  cease  and  terminate.
<PAGE>

                                   SECTION XI
                                 ACT PROVISIONS

11.1 Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary
     and Administrator (the "Administrator") 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.

11.2 Claims Procedure and Arbitration. In the event that benefits under this
     Plan are not paid to the Trustee (or to his Beneficiary in the case of the
     Trustee'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 Administrator 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 Deferral Agreement upon which the denial is based, and
     any additional material or information necessary to perfect the claim. Such
     writing by the Administrator 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 Deferral 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
     Deferral  Agreement  upon  which  the  decision  is  based.

     If  claimants  continue  to dispute the benefit denial based upon completed
     performance  of  this  Plan  and  the Deferral 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 XII
                                  MISCELLANEOUS

12.1 No Effect on Trusteeship Rights.Nothing contained herein will confer upon
     the Executive the right to be retained in the service of the Bank nor limit
     the right of the Bank to discharge or otherwise deal with the Executive
     without regard to the existence of the Plan. Notwithstanding anything
     herein contained to the contrary, any payment to the Executive by the
     Holding Company are subject to and conditioned upon their compliance with
     Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section
     1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

12.2 State Law. The Plan is established under, and will be construed according
     to, the laws of the state of New York.
<PAGE>

12.3 Severability and Interpretation of Provisions. 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, or in the event that any
     legislation adopted by any government body having jurisdiction over the
     Bank would be retroactively applied to invalidate this Plan or any
     provision hereof or cause the benefits hereunder to be taxable, 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
     enforceability of the remaining provisions will not be affected thereby. In
     the event that the intent of any provision shall need to be construed in
     any manner to avoid taxability, such construction shall be made by the Plan
     Administrator in a manner that would manifest to the maximum extent
     possible the original meaning of such provisions.

12.4 Incapacity of Recipient. In the event the Trustee 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
     Trustee is entitled shall be paid to such conservator or other person
     legally charged with the care of his person or Estate.

12.5 Unclaimed Benefit. The Trustee shall keep the Bank informed of his current
     address and the current address of his Beneficiaries. If the location of
     the Trustee is not made known to the Bank within three (3) years after the
     date on which any payment of the Deferred Compensation Benefit may first be
     made, payment may be made as though the Trustee had died at the end of the
     three (3) year period.

12.6 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 Trustees shall be personally liable to the
     Trustee or any other person for any claim, loss, liability or expense
     incurred in connection with this Plan.

12.7 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.

12.8 Effect on Other Corporate Benefit Plans. Nothing contained in this Plan
     shall affect the right of the Trustee to participate in or be covered by
     any qualified or non-qualified pension, profit sharing, group, bonus or
     other supplemental compensation or fringe benefit agreement constituting a
     part of the Bank's existing or future compensation structure.

12.9 Suicide. Notwithstanding anything to the contrary in this Plan, the
     benefits otherwise provided herein shall not be payable if the Trustee's
     death results from suicide, whether sane or insane, within twenty-six(26)
     months after the execution of his Deferral Agreement. If the Trustee dies
     during this twenty-six (26) month period due to suicide, the balance of his
     Elective Contribution Account will be paid to the Trustee's Beneficiary in
     a single payment. Payment is to be made within thirty (30) days after the
     Trustee's death is declared a suicide by competent legal authority.

     Credit  shall be given to the Bank for payments made prior to determination
     of  suicide.

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

12.11 Source of Payments. All payments provided in this Plan shall be timely
     paid in cash or check from the general funds of the Bank or the assets of
<PAGE>

     the rabbi trust. The Holding Company guarantees payment and provision of
     all amounts and benefits due to the Trustees and, if such amounts and
     benefits are not timely paid or provided by the Bank, or the rabbi trust,
     such amounts and benefits shall be paid or provided by the Holding Company.

12.12 Modification of Benefit Eligibility Date. In the event that a Trustee
     desires to modify his Benefit Eligibility Date or Payout Period with
     respect to future Elective Contributions, the Trustee may do so at the time
     and in the manner that the Trustee is entitled to adjust his Elective
     Contribution, pursuant to Section IV of the Plan. In the event that a
     Trustee desires to modify his Benefit Eligibility Date or Payout Period
     with respect to amounts accrued in his Elective Contribution Account the
     Trustee may do so, provided, however, that any such modification is made no
     later than twenty-four (24) months prior to the date of both (i) the
     Trustee's existing Benefit Eligibility (at the time of such modification)
     and (ii) the Trustee's Benefit Eligibility Date, as modified.

12.13 Tax Withholding. If applicable, the Bank may withhold from any benefits
     payable under this Plan all federal, state, city, or other taxes as shall
     be required pursuant to any law or governmental regulation then in effect.

12.14 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 XIII
                              AMENDMENT/REVOCATION

     This  Plan  shall not be amended, modified or revoked at any time, in whole
or  part,  without  the  mutual written consent of the Trustee and the Bank, and
such  mutual  consent shall be required even if the Trustee is no longer serving
the  Bank  as a member of the Board; provided, however, mutual consent shall not
be required if such amendment or modification is required by a regulatory agency
having  jurisdiction  over  the  Bank  or the Holding Company or is necessary to
avoid  taxation of the benefits payable hereunder prior to their distribution or
is  desirable  or  required  pursuant  to  Section  12.3  hereof.

                                   SECTION XIV
                                    EXECUTION

14.1 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.

14.2 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.

                            [Signature Page Follows]
<PAGE>










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


ATTEST:                              PATHFINDER  BANK



/s/  Melissa  A.  Miller               By:     /s/ Thomas W. Schneider
------------------------                       -----------------------
Secretary                              Title:     President  and  CEO




ATTEST:                              PATHFINDER  BANCORP,  INC.



/s/  Melissa  A.  Miller               By:     /s/ Thomas W. Schneider
------------------------                       -----------------------
Secretary                              Title:     President  and  CEO




ATTEST:                              PATHFINDER  BANCORP,  MHC



/s/  Melissa  A.  Miller               By:     /s/ Thomas W. Schneider
------------------------                       -----------------------
Secretary                              Title:     President  and  CEO


<PAGE>



                                                                       EXHIBIT A

                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                               DEFERRAL AGREEMENT


     I, Steven W. Thomas, and PATHFINDER BANK hereby agree for good and valuable
consideration,  the  value  of  which  is  hereby  acknowledged,  that  I  shall
participate  in  the  Pathfinder  Bank  Trustee  Deferred Fee Plan (the "Plan"),
effective  December 31, 2003, as such Plan may now exist or hereafter be amended
or  modified,  and  do  further  agree  to  the  terms  and  conditions thereof.

     I  hereby  elect  to defer ________ Percent (_____ %) or $750 of my monthly
Trustee  Fees.  Such  deferrals  shall  commence  on  January 1, 2004, and shall
continue  for a period of one hundred twenty (120) months, known as the Deferral
Period,  and  will  result  in a Projected Deferral in the amount of $90,000.  I
understand  that  this  election  to  defer applies only to fees attributable to
services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Trustee fees to be deferred or to
discontinue  deferrals  altogether.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $5,356 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

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

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

     Dated  this  31st  day  of  December,  2003.


/s/  Steven  W.  Thomas     /s/  Thomas  Schneider
-----------------------     ----------------------
Trustee                   Duly  Authorized  Officer  of  Pathfinder  Bank

<PAGE>
                                                                       EXHIBIT B


                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                             BENEFICIARY DESIGNATION


     The  Trustee,  under  the  terms  of  the Pathfinder Bank Deferred Fee Plan
hereby  designates  the following Beneficiary to receive any guaranteed payments
or  death  benefits*  under  such  Plan,  following  his  death:


PRIMARY  BENEFICIARY:           Marianne  Thomas
                                ----------------

SECONDARY  BENEFICIAY:          Brandon  and  Evan  Thomas  equally  per
                                ----------------------------------------
                                stirpes
                                -------

     This  Beneficiary  Designation  hereby  revokes  any  prior  Beneficiary
Designation  which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:  _________________,  20  ___



/s/  Thomas  Schneider                    /s/  Steven  W.  Thomas
----------------------                    -----------------------
WITNESS                                   TRUSTEE


/s/  James  A.  Dowd
--------------------
WITNESS

*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.

<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                               DEFERRAL AGREEMENT


     I,  L.  William  Nelson, Jr., and PATHFINDER BANK hereby agree for good and
valuable  consideration, the value of which is hereby acknowledged, that I shall
participate  in  the  Pathfinder  Bank  Trustee  Deferred Fee Plan (the "Plan"),
effective  December 31, 2003, as such Plan may now exist or hereafter be amended
or  modified,  and  do  further  agree  to  the  terms  and  conditions thereof.

     I  hereby  elect  to defer ________ Percent ( _____%) or $750 of my monthly
Trustee  Fees.  Such  deferrals  shall  commence  on  January 1, 2004, and shall
continue  for  a  period  of  one  hundred  fourteen  (114) months, known as the
Deferral  Period,  and  will  result  in  a  Projected Deferral in the amount of
$85,500.  I  understand  that  this  election  to  defer  applies  only  to fees
attributable  to  services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Trustee fees to be deferred or to
discontinue  deferrals  altogether.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $1,413 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

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

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

     Dated  this  31st  day  of  December,  2003.


/s/  L.  William  Nelson     /s/  Thomas  Schneider
------------------------     ----------------------
Trustee                 Duly  Authorized  Officer  of   Pathfinder  Bank

<PAGE>

                                                                       EXHIBIT B


                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                             BENEFICIARY DESIGNATION


     The  Trustee,  under  the  terms  of  the Pathfinder Bank Deferred Fee Plan
hereby  designates  the following Beneficiary to receive any guaranteed payments
or  death  benefits*  under  such  Plan,  following  his  death:


PRIMARY  BENEFICIARY:           Loretta  Sue  Nelson
                                --------------------

SECONDARY  BENEFICIAY:          Aimee  L.  Callen,  Wendy  Wheeler,  John  L.
                                ---------------------------------------------
                                Nelson,  equal
                                --------------

     This  Beneficiary  Designation  hereby  revokes  any  prior  Beneficiary
Designation  which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:  January  20,  2004



/s/  W.  J.  Landers           /s/  L.  William  Nelson
--------------------           ------------------------
WITNESS                        TRUSTEE


/s/  Thomas  Schneider
----------------------
WITNESS

*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.

<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                               DEFERRAL AGREEMENT


     I,  Bruce  E.  Manwaring,  and  PATHFINDER  BANK  hereby agree for good and
valuable  consideration, the value of which is hereby acknowledged, that I shall
participate  in  the  Pathfinder  Bank  Trustee  Deferred Fee Plan (the "Plan"),
effective  December 31, 2003, as such Plan may now exist or hereafter be amended
or  modified,  and  do  further  agree  to  the  terms  and  conditions thereof.

     I  hereby  elect  to defer ________ Percent (_____ %) or $417 of my monthly
Trustee  Fees.  Such  deferrals  shall  commence  on  January 1, 2004, and shall
continue  for  a period of ninety-one (91) months, known as the Deferral Period,
and  will result in a Projected Deferral in the amount of $37,917.  I understand
that  this  election  to defer applies only to fees attributable to services not
yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Trustee fees to be deferred or to
discontinue  deferrals  altogether.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's  Benefit  of $582 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

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

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

     Dated  this  31st  day  of  December,  2003.


/s/  Bruce  E.  Manwaring     /s/  Thomas  W.  Schneider
-------------------------     --------------------------
Trustee                  Duly  Authorized  Officer  of  Pathfinder  Bank

<PAGE>
                                                                       EXHIBIT B


                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                             BENEFICIARY DESIGNATION


     The  Trustee,  under  the  terms  of  the Pathfinder Bank Deferred Fee Plan
hereby  designates  the following Beneficiary to receive any guaranteed payments
or  death  benefits*  under  such  Plan,  following  his  death:


PRIMARY  BENEFICIARY:            Ellen  K.  Manwaring,  Spouse
                                -----------------------------

SECONDARY  BENEFICIAY:          Children  Doug,  Derek,  Mike,  Karin  per
                                ------------------------------------------
                                stirpes
                                -------

This  Beneficiary  Designation  hereby revokes any prior Beneficiary Designation
which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:  January  20,  2004



/s/  W.  J.  Landers            /s/  Bruce  E.  Manwaring
--------------------            -------------------------
WITNESS                         TRUSTEE


/s/  Thomas  Schneider
----------------------
WITNESS

*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.

<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                               DEFERRAL AGREEMENT


     I, Chris R. Burritt, and PATHFINDER BANK hereby agree for good and valuable
consideration,  the  value  of  which  is  hereby  acknowledged,  that  I  shall
participate  in  the  Pathfinder  Bank  Trustee  Deferred Fee Plan (the "Plan"),
effective  December 31, 2003, as such Plan may now exist or hereafter be amended
or  modified,  and  do  further  agree  to  the  terms  and  conditions thereof.

     I  hereby  elect  to defer ________ Percent (_____ %) or $750 of my monthly
Trustee  Fees.  Such  deferrals  shall  commence  on  January 1, 2004, and shall
continue  for a period of one hundred twenty (120) months, known as the Deferral
Period,  and  will  result  in a Projected Deferral in the amount of $90,000.  I
understand  that  this  election  to  defer applies only to fees attributable to
services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Trustee fees to be deferred or to
discontinue  deferrals  altogether.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $2,858 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

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

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

     Dated  this  31st  day  of  December,  2003.

/s/  Chris  R.  Burritt     /s/  Thomas  Schneider
-----------------------     ----------------------
Trustee                     Duly  Authorized  Officer  of  Pathfinder  Bank

<PAGE>

                                                                       EXHIBIT B


                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                             BENEFICIARY DESIGNATION


     The  Trustee,  under  the  terms  of  the Pathfinder Bank Deferred Fee Plan
hereby  designates  the following Beneficiary to receive any guaranteed payments
or  death  benefits*  under  such  Plan,  following  his  death:


PRIMARY  BENEFICIARY:         Susan  Burritt
                              --------------

SECONDARY  BENEFICIAY:       My  Children  -  Andrea  Burritt,  Danielle
                            -------------------------------------------
                            Burritt,  Richard  Burritt,  Jennifer  White
                            --------------------------------------------

This  Beneficiary  Designation  hereby revokes any prior Beneficiary Designation
which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:



/s/  W.  J.  Landers                    /s/  Chris  R.  Burritt
--------------------                    -----------------------
WITNESS                                 TRUSTEE


/s/  Thomas  Schneider
----------------------
WITNESS

*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.

<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                               DEFERRAL AGREEMENT


     I, Corte J. Spencer, and PATHFINDER BANK hereby agree for good and valuable
consideration,  the  value  of  which  is  hereby  acknowledged,  that  I  shall
participate  in  the  Pathfinder  Bank  Trustee  Deferred Fee Plan (the "Plan"),
effective  December 31, 2003, as such Plan may now exist or hereafter be amended
or  modified,  and  do  further  agree  to  the  terms  and  conditions thereof.

     I  hereby  elect  to defer ________ Percent ( _____%) or $750 of my monthly
Trustee  Fees.  Such  deferrals  shall  commence  on  January 1, 2004, and shall
continue  for  a  period of one hundred four (104) months, known as the Deferral
Period,  and  will  result  in a Projected Deferral in the amount of $78,000.  I
understand  that  this  election  to  defer applies only to fees attributable to
services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Trustee fees to be deferred or to
discontinue  deferrals  altogether.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $1,248 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

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

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

     Dated  this  31st  day  of  December,  2003.


/s/  Corte  J.  Spencer     /s/  Thomas  W.  Schneider
-----------------------     --------------------------
Trustee                   Duly  Authorized  Officer  of  Pathfinder  Bank

<PAGE>

                                                                       EXHIBIT B


                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                             BENEFICIARY DESIGNATION


     The  Trustee,  under  the  terms  of  the Pathfinder Bank Deferred Fee Plan
hereby  designates  the following Beneficiary to receive any guaranteed payments
or  death  benefits*  under  such  Plan,  following  his  death:


PRIMARY  BENEFICIARY:         My  daughters  equally  per  stirpes
                              ------------------------------------
                              Cathleen  S.  Dorr,  Mary  M.  Spencer,  Sara  A.
                              -------------------------------------------------
                               Spencer
                               -------

SECONDARY  BENEFICIARY:
-----------------------


     This  Beneficiary  Designation  hereby  revokes  any  prior  Beneficiary
Designation  which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:



/s/  W.  J.  Landers            /s/  Corte  J.  Spencer
--------------------            -----------------------
WITNESS                         TRUSTEE


/s/  Thomas  Schneider
----------------------
WITNESS

*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.


<PAGE>

                                                                       EXHIBIT A

                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                               DEFERRAL AGREEMENT


     I,  George P. Joyce, and PATHFINDER BANK hereby agree for good and valuable
consideration,  the  value  of  which  is  hereby  acknowledged,  that  I  shall
participate  in  the  Pathfinder  Bank  Trustee  Deferred Fee Plan (the "Plan"),
effective  December 31, 2003, as such Plan may now exist or hereafter be amended
or  modified,  and  do  further  agree  to  the  terms  and  conditions thereof.

     I  hereby  elect  to defer ________ Percent (_____ %) or $750 of my monthly
Trustee  Fees.  Such  deferrals  shall  commence  on  January 1, 2004, and shall
continue  for a period of one hundred twenty (120) months, known as the Deferral
Period,  and  will  result  in a Projected Deferral in the amount of $90,000.  I
understand  that  this  election  to  defer applies only to fees attributable to
services  not  yet  performed.

     I  understand  that  my election to defer shall continue in accordance with
this  Deferral  Agreement until such time as I submit a "Notice of Adjustment of
Deferral"  (Exhibit  C  hereto) to the Administrator, at least fifteen (15) days
prior  to  any January 1st during my Deferral Period.  A Notice of Adjustment of
Deferral  can  be used to adjust the amount of Trustee fees to be deferred or to
discontinue  deferrals  altogether.

     In  general, I understand that my designated Beneficiary may be entitled to
a  monthly  Survivor's Benefit of $2,457 pursuant to section 6.1 of the Plan and
subject  to  all  relevant  subsections  of  the  Plan.

     I understand that I will be entitled to a distribution of my deferrals upon
attainment  of  my  elected  Benefit  Age  of  70.  Distribution will be made in
installments  over  a  period  of  one  hundred  twenty  (120)  months.

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

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

     Dated  this  31st  day  of  December,  2003.


/s/  George  Joyce     /s/  Thomas  Schneider
------------------     ----------------------
Trustee                Duly  Authorized  Officer  of  Pathfinder  Bank

<PAGE>

                                                                       EXHIBIT B


                                 PATHFINDER BANK
                            TRUSTEE DEFERRED FEE PLAN

                             BENEFICIARY DESIGNATION


     The  Trustee,  under  the  terms  of  the Pathfinder Bank Deferred Fee Plan
hereby  designates  the following Beneficiary to receive any guaranteed payments
or  death  benefits*  under  such  Plan,  following  his  death:


PRIMARY  BENEFICIARY:        Christine  A.  Joyce
                             --------------------


SECONDARY  BENEFICIARY:      Children  equally  per  stirpes  -  George,
                             -------------------------------------------
                              Jennifer,  Kathleen,  Christopher
                              ---------------------------------



     This  Beneficiary  Designation  hereby  revokes  any  prior  Beneficiary
Designation  which  may  have  been  in  effect.

     Such  Beneficiary  Designation  is  revocable.


DATE:



/s/  W.  J.  Landers            /s/  George  Joyce
--------------------            ------------------
WITNESS                         TRUSTEE


/s/  Thomas  Schneider
----------------------
WITNESS

*      I  understand  and agree that no death benefit in excess of the deferrals
made  by  me  (plus  earnings  thereon)  will be paid unless Pathfinder Bank has
acquired  insurance  on  my  life  and  such  insurance  is  in  place.




EXHIBIT  31.1

     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive Officer

                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


     I,  Thomas  W.  Schneider,  President  and Chief Executive Officer, certify
that:

1.   I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;
     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and
5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:
     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and
     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.


May  14,  2004         /s/  Thomas  W.  Schneider
--------------        --------------------------
Date                  Thomas  W.  Schneider
                       President  and  Chief  Executive  Officer


<PAGE>
EXHIBIT  31.2

     Rule 13a-14(a) / 15d-14(a) Certification of the Chief Financial Officer

                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


     I, James A. Dowd, Vice President and Chief Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Pathfinder Bancorp,
     Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;
     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting; and
5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:
     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and
     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.


May  14,  2004       /s/  James  A.  Dowd
--------------       --------------------
Date                James  A.  Dowd
                     Vice  President  and  Chief  Financial  Officer




<PAGE>
EXHIBIT  32.1

  Section 1350 Certification of the Chief Executive and Chief Financial Officer

                            Certification pursuant to
                             18 U.S.C. Section 1350,
                             as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



Thomas  W.  Schneider, President and Chief Executive Officer, and James A. Dowd,
Vice  President  and  Chief  Financial  Officer of Pathfinder Bancorp, Inc. (the
"Company"),  each  certify  in his capacity as an officer of the Company that he
has  reviewed  the  Quarterly Report of the Company on Form 10-Q for the quarter
ended  March  31,  2004  and  that  to  the  best  of  his  knowledge:

     1.   the report fully complies with the requirements of Sections 13(a) of
          the Securities Exchange Act of 1934; and

     2.   the information contained in the report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

The  purpose  of  this  statement is solely to comply with Title 18, Chapter 63,
Section  1350  of  the  United  States  Code,  as  amended by Section 906 of the
Sarbanes-Oxley  Act  of  2002.





May  14,  2004                /s/  Thomas  W.  Schneider
--------------               --------------------------
Date                          Thomas  W.  Schneider
                              President  and  Chief  Executive  Officer


May  14,  2004                /s/  James  A.  Dowd
--------------                --------------------
Date                          James  A.  Dowd
                              Vice  President  and  Chief  Financial  Officer