Exhibit 10.10

                   Deferred Compensation Agreement - Directors

         This  Agreement  made as of the  _______  day of  [month/year],  by and
between The Wilber Corporation,  a business corporation organized under the laws
of  the  State  of  New  York   (hereinafter   referred  to  as  "Wilber")   and
[name/address] (hereinafter referred to as "Director").

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

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

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

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

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

         2. The account shall be credited  monthly  commencing  [month/day/year]
with an amount that  Director has  notified  Wilber in writing not less than ten
(10) days prior to January 1 of such year that he wishes to have deferred.

         For the initial plan year,  which shall  commence on the effective date
of this plan, and end on  [month/day/year],  Director shall notify Wilber of the
amount to be deferred  for [year]  under this plan on or prior to the  effective
date  hereof.  Director's  Board and  Committee  fees to which  Director  may be
entitled  shall be reduced at  Director's  option by the amount  deferred.  This
agreement  shall  continue  from year to year until  canceled by either party in
writing  eighty  (80)  days  prior to the end of the  year or  until  Director's
service is terminated by death, retirement or for any other reason.

         3. The amount in the Account  shall be deemed to have been invested and
reinvested from time to time at the five-year  Treasury note rate which shall be
set January 1 of each year.

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         The Account  shall be credited  with  interest on the first day of each
calendar  month and shall have been deemed to be  reinvested at interest on that
date.

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

         4. The total accumulated amount deferred hereunder shall be paid to the
Director,  or the beneficiary  designated by him in the event of his death, in a
lump sum within one year or in  installments  over a period of sixty (60) months
(in the percentages and at the times specified in the tabulation annexed hereto)
following  the date the Director is no longer a member of the Board of Directors
of any Affiliate  ("Service  Termination Date"). For purposes of this Agreement,
"Affiliate"  shall mean Wilber and the members of the "affiliated  group" within
the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended, of
which Wilber is the common  parent.  The period and amounts of such payments may
be changed only in accordance with the provisions of Section 8 hereof.

         In the event no selection is made by Director, payment shall be made in
a lump sum.

         Benefits  payable to  Director  shall  commence  not  earlier  than the
Service Termination Date and not later than ninety (90) days thereafter.

         5. Director  shall have the right to designate a beneficiary to receive
all or any part of  Director's  Account  which may remain  unpaid at  Director's
death,  such  amounts to be paid as provided in  Paragraph  6. Such  designation
shall be  effected  by filing a written  notification  with  Wilber,  and may be
changed from time to time by similar action.  If no such  designation is made by
Director,  any  balance in the  Account  shall be paid to  Director's  estate as
provided in Paragraph 6.

         6.  Should  Director  select a form of  payment  other  than a lump sum
pursuant  to  Paragraph  4, and in the event of  Director's  death  after he has
commenced  receiving  monthly payments pursuant to Paragraph 4, monthly payments
in that  amount  shall  continue as long as there is a balance in the Account to
the person or persons  specified in accordance with Paragraph 5. In the event of
Director's death prior to Director

<PAGE>

commencing  to receive  payments  pursuant to Paragraph 4, the person or persons
specified in  accordance  with  Paragraph 6 shall be paid in a lump sum,  unless
otherwise directed by Director prior to Director's death.

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

         8. Director may change, but only with Wilber's consent, his election of
payment  terms by executing a new  Pay-back  Schedule.  However,  no such change
shall be  effective  during the  one-year  period  beginning on the day Director
executes the new Pay-back  Schedule.  If, during such one-year period,  Director
becomes entitled to receive a payment or payments under the Plan pursuant to his
last  effective  payment  terms  election,  said last  effective  payment  terms
election  shall  remain in full force and effect and the new  election  shall be
null and void.

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

                            Corporate Secretary
                            The Wilber Corporation
                            245 Main Street
                            Oneonta, New York 13820-0430

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

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

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

         12. In the event Director incurs a financial  hardship,  Wilber, in its
sole  discretion,  may  distribute  all or  part  of  the  amounts  credited  to
Director's  account  prior to the time such amounts  would  otherwise be payable
under the terms of this Agreement.  Such  accelerated  distribution  may only be
made in the event of a financial  emergency which is beyond Director's  control,
and only if the disallowance of the accelerated

<PAGE>

distribution would result in severe financial hardship to Director or Director's
immediate family. Such accelerated  distribution will be made only in the amount
necessary to alleviate the financial emergency.

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

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


                                        THE WILBER CORPORATION


                                        By:
                                            ---------------------------


                                            ---------------------------
                                                    Director

<PAGE>

                               FIRST AMENDMENT TO
                   DEFERRED COMPENSATION AGREEMENT - DIRECTORS


         AGREEMENT  TO AMEND THE  DEFERRED  COMPENSATION  AGREEMENT  (the "First
Amendment")  dated as of __________,  1999,  between THE WILBER  CORPORATION,  a
business corporation  organized under the laws of the State of New York ("Bank")
and __[Name of employee]______ of [town], New York ("Employee").

                              W I T N E S S E T H:

         WHEREAS,  Wilber  and  Director  previously  entered  into  a  Deferred
Compensation  Agreement,  dated the [day] day of [month],  [year] (the "Deferred
Compensation  Agreement"),  which, among other items, provides the Director with
the  opportunity  to defer  receipt of Board Fees  according to the terms of the
Deferred Compensation Agreement; and

         WHEREAS,  the enactment of the American Jobs Creation Act of 2004 added
section 409A to the Internal  Revenue Code of 1986,  as amended  ("Code  Section
409A"); and

         WHEREAS,  the Internal  Revenue Service recently  promulgated  proposed
regulations implementing Code Section 409A (the "Proposed Regulations"); and

         WHEREAS,  the Wilber and the Director desire to modify the Agreement to
comply with Code Section 409A and the Proposed Regulations.

         NOW, THEREFORE,  in consideration of the mutual promises of the parties
hereto,  and  of  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

         1. Effective  January 1, 2005, the Deferred  Compensation  Agreement is
amended by deleting the first sentence that comprises the entire first paragraph
of  Paragraph  "2" and  replacing  it with the  following  two  sentences:  "The
Director may elect to defer Board Fees by  completing  and  executing a Deferred
Compensation  Election - Form A in the form attached  hereto which specifies the
amount of the  Director's  Board and Committee Fees to be deferred and filing it
with  Wilber not less than ten (10) days prior to the January 1st of the year in
which such  deferrals  shall be made.  Deferrals to the Account will be credited
monthly".


         2. Effective  January 1, 2005, the Deferred  Compensation  Agreement is
amended by deleting  the last  sentence  of the second  paragraph  of  Paragraph
"2"and substituting the following in its place:

                  "An election to defer Board and Committee  fees  hereunder may
         be modified  (including  revocation) only as of the first day of a Plan
         Year.  No election,  modification  or revocation  is  permissible  with
         respect  to Board  and  Committee  fees to which  the  Director  may be
         entitled paid prior to the execution of Deferred  Compensation Election
         Form.  This  Agreement  shall  continue  from year to year as  modified
         hereunder until Director's  service is terminated by death,  retirement
         or for any other reason."

         3. Effective  January 1, 2005, the Deferred  Compensation  Agreement is
amended by replacing Paragraph "4" thereof with the following two paragraphs:

                  "Solely  with  respect  to  amounts  deferred  into a Deferred
         Compensation  Account prior to January 1, 2006,  the total  accumulated
         amount deferred  hereunder shall be paid to the Director  following the
         date

<PAGE>

         the  Director  is no longer a member of the Board of  Directors  of any
         Affiliate ("Service Termination Date") in the form of either a lump sum
         on the one hand or in monthly,  quarterly or annual  installments for a
         period of up to five (5) years on the other hand.  Director shall elect
         the form and time of  distribution  of the  Account  on the  Director's
         Service Termination Date by completing a Deferred Compensation Election
         Form in the form  attached  hereto and  filing it with  Wilber no later
         than  December  31,  2005.  Upon filing  with  Wilber,  such  "Deferred
         Compensation Election Form - Form A" shall be incorporated by reference
         herein. This election of the form and timing of the distribution of the
         Account may not be changed once made and may not (i) change the form of
         payments that Director would otherwise receive in 2006 and (ii) may not
         cause a benefit to be paid to  Director  in 2006 that  otherwise  would
         have been made at a later time.

                  The form or timing of the  distribution  of  amounts  deferred
         after December 31, 2004 may not be modified.  All such amounts deferred
         after  December  31, 2004 will be paid in the same form and at the same
         time as elected by the Director on the Deferred  Compensation  Election
         Form."

         4. The following is inserted as the new third sentence of Paragraph "5"
of the Deferred Compensation Agreement:

                  "Effective  January 1, 2005, such  designation (or a change in
         such designation) shall be made by filing a `Beneficiary  Election Form
         - Form B' in the form attached hereto."

         5. The  following  is inserted as the new fourth  sentence of Paragraph
"8" of the Deferred Compensation Agreement:

                  "Effective  January 1, 2005, such  designation (or a change in
         such  designation)  shall  be made in  accordance  with  the  terms  of
         Paragraph 4."

         6. Effective  January 1, 2005, the second sentence of Paragraph "12" of
the Deferred  Compensation  Agreement is deleted and replaced with the following
two sentences:

                  "Such accelerated distribution will be made only in the amount
         necessary to alleviate the financial  emergency  (including any amounts
         necessary  to pay  federal,  state or  local  income  taxes  reasonably
         anticipated to result from the  distribution.  For the purposes of this
         Paragraph  12,  `hardship'  shall mean a severe  financial  hardship to
         Director resulting from an illness or accident of Director,  Director's
         spouse or dependent (as defined in Section 152(a) of the Code), loss of
         Director's property due to casualty or other similar  extraordinary and
         unforeseeable  circumstances  arising as a result of events  beyond the
         control of Director."

         7.  Capitalized  terms used herein,  but not otherwise  defined herein,
shall have the meanings ascribed to them in the Deferred Compensation Agreement.

<PAGE>

         8. All other terms of the  Deferred  Compensation  Agreement  remain in
full force and effect.
                                    * * * * *


IN WITNESS WHEREOF,  the parties hereto have executed this First Amendment as of
the day and year first above written.

                                       THE WILBER CORPORATION

                                       by:
                                          ------------------------------------
                                                 [Name]
                                                 [Title]


                                        --------------------------------------
                                                 [Name of Director]