EXHIBIT 10.1

                                    AMENDMENT
                                     TO THE
                             TOMPKINS TRUSTCO, INC.
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

         This Amendment is dated this 26 day of June, 2006 between Tompkins
Trustco., Inc. (the "Company") and James J. Byrnes, residing at 872 Highland
Road, Ithaca, New York 14850 (the "Executive").

         WHEREAS, the Company as the successor-in-interest to Tompkins Trust
Company and the Executive entered into a Supplemental Executive Retirement
Agreement dated July 12, 1994 (the "Agreement") which remains in full force and
effect; and

         WHEREAS, the enactment of Internal Revenue Code 409A, effective January
1, 2005, requires that the Agreement be amended to be brought into compliance
with the Internal Revenue Code;

         NOW, THEREFORE, it is agreed as follows:

         1.       This Amendment shall be effective January 1, 2005.

         2.       Section 2.1(b) defining "Early Retirement Date" is hereby
deleted and all references throughout the Agreement relating to the early
retirement of the Executive or an Early Retirement Date are hereby deleted.

         3.       The last paragraph of Section 2.2 is hereby amended to read as
follows:

                  Notwithstanding the foregoing, no provision of this Agreement
                  shall be construed or interpreted to treat service in
                  non-competitive, business-related capacities as "Competition
                  with the Company", including by way of example and not
                  limitation, service on the Board of the New York Business
                  Development Corporation.

         4.       Section 3.2 is hereby deleted in its entirety.

         5.       Section 3.4 is hereby amended to read as follows:

                  The annual benefit under this Agreement shall be payable in
                  the form of a 50% joint and survivor annuity under which the
                  Executive shall receive an annual benefit equal to 90% of the
                  annual benefit amount determined as a straight life annuity
                  form of payment and, upon the Executive's death, the Surviving
                  Spouse shall receive an annual benefit equal to 50% of the
                  amount which the Executive was receiving prior to death. In
                  the event the Executive is unmarried at the time the annual
                  benefit is to commence, the annual benefit shall be payable as
                  a straight life annuity for the life of the Executive.

         6.       Section 3.5 is hereby deleted in its entirety.

         7.       The first sentence of Section 4.1 is hereby amended to read as
follows:

                  The annual benefits payable in accordance with Section III
                  shall be payable in twelve equal monthly installments and
                  shall commence on the Executive's date of Retirement;
                  provided, however, that in the event the Executive is
                  determined to be a "key employee", as such term is defined in
                  Section 416(i) of the Internal Revenue Code of 1986, as
                  amended, or any successor to such statute of like import, then
                  any monthly benefit otherwise payable on or before the date
                  which is six (6) months after the Executive's termination of
                  employment date shall be delayed until the earlier of the
                  Executive's date of death or the date which is six (6) months
                  after the Executive's termination of employment date.

         8.       The last sentence of Section 4.1 is hereby amended to read as
follows:

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                  The last payment to the Executive will be on the first day of
                  the month of the later to occur of the Executive's death or
                  the Surviving Spouse's death; provided, however, that in the
                  event the straight life annuity form of payment is in effect,
                  then the last payment shall be on the first day of the month
                  in which the Executive dies.

         9.       Section 4.2 is hereby deleted in its entirety.

         10.      Section 5.1 is hereby amended to read as follows:

                  If the Executive dies while employed by the Company and before
                  his Postponed Retirement Date, the benefit payable under this
                  Agreement shall be determined as if the Executive retired on
                  the day preceding the date of his death and the Surviving
                  Spouse shall receive the survivor benefit as set forth in
                  Section 3.4. If there is no Surviving Spouse, then no benefit
                  shall be payable under this Agreement upon the death of the
                  Executive before his Postponed Retirement Date.

         11.      Section 5.2 is hereby deleted in its entirety.

         12.      The last sentence of Section 6.3 of the Agreement is hereby
amended to read as follows:

                  The annual disability benefit shall be payable as a 50% joint
                  and survivor annuity form of benefit under Section 3.4;
                  provided, however, that if the Executive is unmarried at the
                  time of a disability retirement, the annual disability benefit
                  shall be payable as a straight life annuity for the
                  Executive's life.

         13.      Subsection (a) of Section 7.2 is hereby deleted in its
entirety.

         14.      The following sentence is hereby added at the end of Section
7.4:

                  In no event shall the benefits payable under this Agreement be
                  funded through an offshore trust.

         15.      The following provisions are hereby added at the end of
Section 7.11:

                  The Company and Executive intend for the Agreement to comply
                  with the provisions of Section 409A of the Internal Revenue
                  Code of 1986, as amended. Therefore, this Agreement shall be
                  construed and interpreted in a manner consistent with the
                  parties' intent to comply with Section 409A.

         IN WITNESS WHEREOF, this Amendment has been executed on the date first
above written.


                                       TOMPKINS TRUSTCO, INC.

                                       By: /s/ ROBERT B. BANTLE
                                           -------------------------------------
                                           Name:  Robert B. Bantle
                                                  Executive Vice President


                                       Title:  Chairman of the Board and
                                               Chief Executive Officer

                                       /s/ JAMES J. BYRNES
                                       -----------------------------------------
                                       Name:  James J. Byrnes ("Executive")


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