SCHEDULE 14-A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the  Registrant [x]
Filed by a Party other than the Registrant []
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                            Pathfinder Bancorp, Inc.
               -------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

              Alan Schick, Luse Lehman Gorman Pomerenk & Schick, PC
            --------------------------------------------------------
                   (Name of Person(s) Filling Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         1) Title of each class of securities to which transaction applies:
         .......................................................................
         2) Aggregate number of securities to which transaction applies:
         .......................................................................
         3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11:
         .......................................................................
         4) Proposed maximum aggregate value of transaction:
         .......................................................................
         5)  Total fee paid:
         .......................................................................
[ ]  Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:


<page>

March 29, 2002


Dear Shareholder:

     We cordially  invite you to attend the Annual  Meeting of  Shareholders  of
Pathfinder Bancorp, Inc. (the "Company"). The Annual Meeting will be held at the
Econolodge, 70 East Bridge Street, Oswego, New York at 10:00 a.m., Eastern Time,
on April 24, 2002.

     The  enclosed  Notice of Annual  Meeting and Proxy  Statement  describe the
formal business to be transacted.  During the Annual Meeting we will also report
on the operations of the Company. Directors and officers of the Company, as well
as a representative of our independent  auditors,  will be present to respond to
any questions that shareholders may have.

     The Annual  Meeting is being held so that  shareholders  may  consider  the
election   of   directors   and  the   ratification   of  the   appointment   of
PricewaterhouseCoopers, LLP as the Company's auditors for fiscal year 2002.

     For the reasons set forth in the Proxy  Statement,  the Board of  Directors
unanimously   recommends  a  vote  "FOR"  the  election  of  directors  and  the
ratification of the appointment of PricewaterhouseCoopers,  LLP as the Company's
auditors.

     On behalf of the Board of Directors,  we urge you to sign,  date and return
the  enclosed  proxy card as soon as  possible,  even if you  currently  plan to
attend the Annual Meeting.  This will not prevent you from voting in person, but
will assure  that your vote is counted if you are unable to attend the  meeting.
Your vote is important, regardless of the number of shares that you own.

Sincerely,



/s/ Thomas W. Schnieder
- -----------------------
Thomas W. Schneider
President and Chief Executive Officer






                            Pathfinder Bancorp, Inc.
                              214 West First Street
                             Oswego, New York 13126
                                 (315) 343-0057

                                    NOTICE OF
                         ANNUAL MEETING OF SHAREHOLDERS
                          To Be Held On April 24, 2002

     Notice is hereby given that the Annual Meeting of Pathfinder Bancorp, Inc.,
(the "Company") will be held at the  Econolodge,  70 East First Street,  Oswego,
New York on April 24, 2002 at 10:00 a.m., Eastern Time.

     A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.

     The Annual Meeting is for the purpose of considering and acting upon:

1. The election of four Directors to the Board of Directors;

2.  The  ratification  of  the  appointment  of  PricewaterhouseCoopers,  LLP as
auditors for the Company for the fiscal year ending December 31, 2002; and

such other  matters as may  properly  come  before  the Annual  Meeting,  or any
adjournments  thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.

     Any action may be taken on the foregoing proposals at the Annual Meeting on
the date  specified  above,  or on any date or dates to which the Annual Meeting
may be adjourned.  Shareholders  of record at the close of business on March 15,
2002,  are the  shareholders  entitled  to vote at the Annual  Meeting,  and any
adjournments thereof.

     EACH SHAREHOLDER,  WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN,  DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED  POSTAGE-PAID  ENVELOPE.  ANY  PROXY  GIVEN BY THE  SHAREHOLDER  MAY BE
REVOKED  AT ANY TIME  BEFORE IT IS  EXERCISED.  A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN  REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY  SHAREHOLDER  PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE  PERSONALLY ON EACH MATTER  BROUGHT  BEFORE THE ANNUAL
MEETING.  HOWEVER,  IF YOU ARE A SHAREHOLDER  WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.

                                            By Order of the Board of Directors

                                            /s/ Melissa A. Miller
                                            --------------------------
                                            Melissa A. Miller
                                            Secretary
March 29, 2002


IMPORTANT:  A  SELF-ADDRESSED  ENVELOPE IS  ENCLOSED  FOR YOUR  CONVENIENCE.  NO
POSTAGE IS -- REQUIRED IF MAILED WITHIN THE UNITED STATES.






                                 PROXY STATEMENT

                            Pathfinder Bancorp, Inc.
                              214 West First Street
                             Oswego, New York 13126
                                 (315) 343-0057

                         ANNUAL MEETING OF SHAREHOLDERS
                                 April 24, 2002

     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies on behalf of the Board of Directors of  Pathfinder  Bancorp,  Inc.  (the
"Company") to be used at the Annual Meeting of  Shareholders of the Company (the
"Annual Meeting"),  which will be held at the Econolodge,  70 East First Street,
Oswego,  New York on April  24,  2002,  at 10:00  a.m.,  Eastern  Time,  and all
adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of
Shareholders  and this Proxy Statement are first being mailed to shareholders on
or about March 29, 2002.

- --------------------------------------------------------------------------------
                              REVOCATION OF PROXIES
- --------------------------------------------------------------------------------

     Shareholders  who sign the proxies we are soliciting  will retain the right
to revoke them in the manner  described  below.  Unless so  revoked,  the shares
represented  by such  proxies  will  be  voted  at the  Annual  Meeting  and all
adjournments  thereof.  Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated,  validly executed proxies will be voted "FOR" the
proposals set forth in this Proxy  Statement.  If any other matters are properly
brought  before the Annual Meeting the persons named in the  accompanying  proxy
will vote the shares  represented by such proxies on such matters in such manner
as shall be determined by a majority of the Board of Directors.

     Proxies  may be revoked  by sending  written  notice of  revocation  to the
Secretary  of the Company,  at the address  shown above,  by  delivering  to the
Company a duly  executed  proxy bearing a later date, or by attending the Annual
Meeting  and  voting in  person.  The  presence  at the  Annual  Meeting  of any
shareholder  who had  returned  a proxy  will not  revoke  the proxy  unless the
shareholder  delivers  his or her  ballot  in person at the  Annual  Meeting  or
delivers a written  revocation  to the  Secretary  of the  Company  prior to the
voting of the proxy.

- --------------------------------------------------------------------------------
                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------

     Holders of record of the Company's  common stock, par value $0.01 per share
(the "Common  Stock") as of the close of business on March 15, 2002 (the "Record
Date") are  entitled to one vote for each share they own. As of the Record Date,
the Company had 2,894,220  shares of Common Stock issued and 2,598,547 shares of
Common Stock  outstanding of which  1,583,239  were held by Pathfinder  Bancorp,
M.H.C.  (the  "Mutual  Holding  Company"),  and  1,015,308 of which were held by
shareholders  other than the Mutual Holding Company  ("Minority  Shareholders").
The  presence in person or by proxy of a majority of the  outstanding  shares of
Common Stock  entitled to vote is necessary to constitute a quorum at the Annual
Meeting.  Directors are elected by a plurality of votes cast,  without regard to
either  broker  non-votes,  or proxies as to which the authority to vote for the
nominees  being  proposed  is  withheld.  The  affirmative  vote of holders of a
majority of the total votes present at the Annual  Meeting in person or by proxy
is required for  ratification  of  PricewaterhouseCoopers,  LLP as the Company's
auditors.

     Persons and groups who  beneficially  own in excess of five  percent of the
Common  Stock are  required to file  certain  reports  with the  Securities  and
Exchange  Commission (the "SEC")  regarding such ownership.  The following table
sets forth, as of the Record Date, the shares of Common Stock beneficially owned
by Directors  individually,  by executive  officers  individually,  by executive
officers  and  Directors  as a group and by each  person who was the  beneficial
owner of more than five percent of the  Company's  outstanding  shares of Common
Stock.









                                                          Amount of Shares
                                                          Owned and Nature                   Percent of Shares
         Name and Address of                                of Beneficial                     of Common Stock
          Beneficial Owners                               Ownership (1) (4)                    Outstanding
       -----------------------                           -------------------               --------------------

Directors and Officers (2):

                                                                                           
Chris C. Gagas                                                   88,709    (5)                      3.4%
Thomas W. Schneider                                               9,285    (6)                      0.4
Chris R. Burritt                                                  8,550    (7)                      0.3
George P. Joyce                                                   1,775                             0.1
Raymond W. Jung                                                  16,384                             0.6
Bruce E. Manwaring                                               15,565                             0.6
L. William Nelson, Jr.                                           27,250    (8)                      1.1
Janette Resnick                                                   9,100    (9)                      0.4
Corte J. Spencer                                                 14,500    (10)                   0.6
Steven W. Thomas                                                  7,825                             0.3
W. David Schermerhorn                                             7,144    (11)                     0.3
James A. Dowd                                                     7,483    (12)                     0.3
Gregory L. Mills                                                  4,241    (13)                     0.2
Melissa A. Miller                                                 4,822    (14)                     0.2
Edward A. Mervine                                                   150                             0.0

All Directors and Executive Officers                            222,783                             8.6
  as a Group (15 persons) (3)

Principal Shareholders:

Pathfinder Bancorp, M.H.C. (3)                                1,583,239                            60.9
214 West First Street
Oswego, New York 13126

Pathfinder Bancorp, M.H.C.                                    1,792,031                            69.0
and all Trustees and Executive Officers
of Pathfinder Bancorp, MHC as a group (11 persons)

Pathfinder Bank (4)                                              92,574                             3.6
Employee Stock Ownership Plan
214 West First Street
Oswego, New York 13126

Jewelcor Management Consulting Corp.                            160,014    (15)                     6.2
100 N. Wilkes-Barre Boulevard
Wilkes-Barre, Pennsylvania 18702
- ---------------------------


(1)  A person is deemed to be the beneficial owner for purposes of this table,
     of any shares of Common Stock if he has shared voting or investment power
     with respect to such security, or has a right to acquire beneficial
     ownership at any time within 60 days from the Record Date. As used herein,
     "voting power" is the power to vote or direct the voting of shares and
     "investment power" is the power to dispose or direct the disposition of
     shares. Includes all shares held directly as well as by spouses and minor
     children, in trust and other indirect ownership, over which shares the
     named individuals effectively exercise sole or shared voting and investment
     power. Unless otherwise indicated, the named individual has sole voting and
     investment power.
(2)  The mailing address for each person listed is 214 West First Street,
     Oswego, New York 13126.
(3)  Seven of the Company's directors are also trustees of the Mutual Holding
     Company. Four of the Company's executive officers are also executive
     officers of the Mutual Holding Company.  (footnotes continued on next page)

                                        2





(4)  Includes 92,574 shares, of which 29,346 are unallocated and as to which the
     Employee Stock Ownership Plan (the "ESOP") trustee has sole voting and
     investment power and 63,228 of which are allocated and as to which the ESOP
     trustee has shared voting and sole investment power.
(5)  Mr. Gagas has sole voting and investment power over 86,708 shares and
     shared voting and investment power over 2,001 shares. Also includes 30,000
     shares underlying options which are exercisable within 60 days from the
     record date.
(6)  Mr. Schneider has sole voting and investment power over 9,285 shares and
     shared voting and investment power over 300 shares. Also includes 2,483
     shares underlying options which are exercisable within 60 days from the
     record date.
(7)  Mr. Burritt has sole voting and investment power over 8,400 shares and
     shared voting and investment power over 150 shares. Also includes 4,983
     shares underlying options which are exercisable within 60 days from the
     record date.
(8)  Mr. Nelson has sole voting and investment power over 8,770 shares and
     shared voting and investment power over 18,480 shares. Also includes 4,983
     shares underlying options which are exercisable within 60 days from the
     record date.
(9)  Ms. Resnick has sole voting power over 8,800 shares and shared voting and
     investment power over 300 shares. Also includes 3,733 shares underlying
     options which are exercisable within 60 days of the record date.
(10) Mr. Spencer has sole voting and investment power over 14,200 shares and
     shared voting and investment power over 300 shares. Also includes 4,983
     shares underlying options which are exercisable within 60 days of the
     record date.
(11) Mr. Schermerhorn has sole voting and investment power over all shares
     reported. Also includes 983 shares underlying options which are exercisable
     within 60 days from the record date.
(12) Mr. Dowd has sole voting and investment power over all shares reported.
     Also includes 483 shares underlying options which are exercisable within 60
     days from the record date.
(13) Mr. Mills has sole voting and investment power over 4,241 shares and shared
     voting and investment power over 40 shares. Also includes 483 shares
     underlying options which are exercisable within 60 days from the record
     date.
(14) Ms. Miller has sole voting and investment power over all shares reported.
     Also includes1,983 shares underlying options which are exercisable within
     60 days from the record date.
(15) According to the most recent Amendment (No. 14) to Schedule 13D filed with
     the SEC on January 11, 2002, Jewelcor Management Consulting Corp. has sole
     voting and dispositive power over 160,014 shares or (6.2%) of the Company's
     outstanding Common Stock.  On November 28, 2001, the Company and its Board
     of Directors were named as defendants in Jewelcor Management, Inc.
     ("Jewelcor") v. Pathfinder Bancorp, Inc., et al.  This action was filed in
     the United States District Court, Northern District. In its complaint,
     Jewelcor alleges that the Company's directors breached their fiduciary
     duties to the Company by failing to consider an offer from Fulton Savings
     Bank for the sale of the Company. Jewelcor is seeking damages in excess of
     $1 million, punitive damages in excess of $10 million and equitable relief.
     Management and the Board of Directors of the Company have carefully
     reviewed Jewelcor's complaint and believes that it is without merit.
     The Company intends to vigorously defend against the proceeding and expects
     to prevail upon the merits.

- --------------------------------------------------------------------------------
                        PROPOSAL 1--ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------

     The Company's Board of Directors is currently composed of ten members.  The
Company's bylaws provide that approximately one-third of the Directors are to be
elected annually.  Directors of the Company are generally elected to serve for a
three-year period and until their respective  successors shall have been elected
and shall qualify. Four Directors will be elected at the Annual Meeting to serve
for a three-year  period and until their  respective  successors shall have been
elected and shall  qualify.  The Board of  Directors  has  nominated to serve as
Directors,  Chris C. Gagas, Thomas W. Schneider, Chris R. Burritt and Raymond W.
Jung who are currently members of the Board of Directors.

     The table below sets forth certain information regarding the composition of
the  Company's  Board of  Directors,  including  the  terms of  office  of Board
members.  It is intended  that the proxies  solicited  on behalf of the Board of
Directors  (other  than  proxies in which the vote is withheld as to one or more
nominees)  will be voted at the Annual  Meeting for the election of the nominees
identified  below. If the nominee is unable to serve, the shares  represented by
all such proxies will be voted for the election of such  substitute as the Board
of Directors may  recommend.  At this time,  the Board of Directors  knows of no
reason why any of the  nominees  would be unable to serve if elected.  Except as
indicated  herein,  there are no  arrangements  or  understandings  between  any
nominee and any other person pursuant to which such nominee was selected.

                                        3







                                            Position           Director      Current Term
    Name (1)                 Age              Held             Since (2)       to Expire
    --------                 ---              ----             ---------       ---------

                          NOMINEES

                                                                      
Chris C. Gagas              71       Chairman of the Board      1966            2002
Thomas W. Schneider         40          President, CEO          2001            2002
Chris R. Burritt            49             Director             1986            2002
Raymond W. Jung             72             Director             1978            2002

               DIRECTORS CONTINUING IN OFFICE

Bruce E. Manwaring          61             Director             1984            2003
L. William Nelson, Jr.      58             Director             1986            2003
George P. Joyce             51             Director             2000            2003
Steven W. Thomas            40             Director             2000            2004
Corte J. Spencer            59             Director             1984            2004
Janette Resnick             60             Director             1996            2004




(1)  The mailing address for each person listed is 214 West First Street,
     Oswego, New York 13126. Each of the persons listed, with the exception of
     Messrs. Joyce, Schneider and Thomas, is also a Trustee of Pathfinder
     Bancorp, M.H.C., which owns the majority of the Company's issued and
     outstanding shares of Common Stock. Information regarding the Common Stock
     beneficially owned by each director is set forth under "Voting Securities
     and Principal Holders Thereof".
(2) Dates prior to 1995 reflect initial appointment to the Board of Trustees of
the mutual predecessor to Pathfinder Bank.


     The  principal  occupation  during the past five years of each Director and
Executive Officer is set forth below. All Directors and Executive  Officers have
held their present positions for five years unless otherwise stated.

     Chris C. Gagas is Chairman of the Company,  and its  principal  subsidiary,
Pathfinder  Bank ( the"Bank").  Until his  retirement  on January 14, 2000,  Mr.
Gagas was also  President  and Chief  Executive  Officer of the  Company and the
Bank. Mr. Gagas had served as an officer of the Company since 1986.

     Chris R.  Burritt is the  president  and  general  manager of R.M.  Burritt
Motors,  Inc./Chris Cross, Inc., an automobile dealership located in Oswego, New
York.

     Raymond W. Jung is retired.  Previously Mr. Jung was the owner of Raymond's
Jewelers in Oswego, New York.

     Bruce E. Manwaring is the Chamberlain for the City of Oswego.  Prior to his
appointment in 1999, Mr.  Manwaring was the owner of Oswego Printing Co. located
in Oswego, New York.

     L.  William  Nelson,  Jr. is the owner and manager of Nelson  Funeral  Home
located in Oswego, New York.

     Steven W. Thomas is a licensed  real  estate  broker and a  developer.  Mr.
Thomas owns and operates three Dunkin Donuts franchises and two hotels in Oswego
County. Mr. Thomas additionally is involved in numerous  commercial  development
projects in Oswego County and operates a number of businesses within central New
York.

     George P. Joyce is the owner and operator of Laser Transit,  Ltd.,  Lacona,
NY, a key Central New York logistics  services  provider.  Mr. Joyce is also the
general manager of Oswego Warehousing, Inc., Oswego, NY.

     Janette Resnick is the Executive Director of Oswego County Opportunities, a
private,  not for profit human services agency located in Oswego and Fulton, New
York.

                                        4






     Corte J. Spencer is the Chief Executive Officer and Administrator of Oswego
Hospital and the managing director of Oswego Health, Inc. located in Oswego, New
York.

Executive Officers of the Company who are Directors

     Thomas W.  Schneider is the  President and Chief  Executive  Officer of the
Company  and the  Bank.  Prior to his  appointment  as  President  in 2000,  Mr.
Schneider was the Executive  Vice President and Chief  Financial  Officer of the
Company and the Bank.

Executive Officers of the Company who are not Directors

     W. David  Schermerhorn  is  Executive  Vice  President  and the Senior Loan
Officer of the Company and the Bank. Mr.  Schermerhorn  is  responsible  for the
credit administration, trust, and investment services.

     James A. Dowd, CPA is a Vice President,  Chief Financial  Officer and Trust
Officer of the Company and the Bank. Mr. Dowd is responsible for the accounting,
finance, trust and human resources departments.

     Gregory L. Mills is a Vice President of the Company and the Bank. Mr. Mills
is responsible for branch administration, marketing and security.

     Melissa A. Miller is a Vice  President and the  Corporate  Secretary of the
Company  and the  Bank.  Ms.  Miller  is  responsible  for  deposit  operations,
compliance, and information services.

     Edward A.  Mervine,  Esq. is Vice  President  and  General  Counsel for the
Company and the Bank. Prior to joining the Company, Mr. Mervine was a partner in
the law firm of Bond Schoeneck & King, LLP.

Ownership Reports by Officers and Directors

     The Common  Stock of the  Company is  registered  with the SEC  pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"). The
officers and directors of the Company and beneficial  owners of greater than 10%
of the  Company's  Common Stock ("10%  beneficial  owners") are required to file
reports  on Forms 3,4 and 5 with the SEC  disclosing  beneficial  ownership  and
changes  in  beneficial  ownership  of  the  Common  Stock.  SEC  rules  require
disclosure in the Company's Proxy Statement or Annual Report on Form 10-K of the
failure of an officer,  director or 10% beneficial owner of the Company's Common
Stock to file a Form 3, 4, or 5 on a timely basis. All of the Company's officers
and directors filed these reports on a timely basis.

Meetings and Committees of the Board of Directors

     The business of the Board of Directors  is conducted  through  meetings and
activities of the Board and its  committees.  During the year ended December 31,
2001,  the Board of Directors held 85 regular and special  meetings.  During the
year ended December 31, 2001, no director attended fewer than 85% percent of the
total  meetings of the Board of Directors and  committees on which such director
served.

     The Human Resources  Committee meets periodically to review the performance
of  officers  and   employees  and  to  determine   compensation   programs  and
adjustments.  The entire Board of Directors ratifies the  recommendations of the
Human  Resources  Committee.  In the year ending  December 31,  2001,  the Human
Resources Committee consisted of directors Gagas, Spencer, Manwaring and Nelson.
The Human  Resources  Committee met two times during the year ended December 31,
2001.


                                        5





     The Nominating Committee meets once a year to nominate Directors to fulfill
the terms of the  upcoming  year.  In the year  ended  December  31,  2001,  the
nominating committee was comprised of Directors Joyce, Jung, Nelson and Thomas.

     The Audit Committee consists of directors Jung,  Resnick,  Spencer,  Nelson
and Manwaring.  The Audit Committee meets on a quarterly basis with the internal
auditor to review audit  programs and the results of audits of specific areas as
well as other regulatory  compliance  issues.  In addition,  the Audit Committee
meets with the  independent  auditors to review the results of the annual  audit
and other related  matters.  Each member of the Audit Committee is "independent"
as defined in the listing  standards of the National  Association  of Securities
Dealers.  The Company's Board of Directors has adopted a written charter for the
Audit  Committee.  The Audit  Committee  met four  times  during  the year ended
December 31, 2001.

Audit Committee Report

     The Company appointed  PricewaterhouseCoopers,  LLP ("PwC") as auditors for
the fiscal year ended  December 31, 2001.  The following is a discussion of fees
related to services provided by PwC to the Company:

Audit Fees

     Aggregate  fees  billed  for  PwC's  audit  of the  Company's  2001  annual
financial statements and Form 10-Q filings were $61,137.

All Other Fees

     Aggregate  fees billed for other  services  rendered by PwC for the Company
during the fiscal year ended December 31, 2001 were as follows:

       Recurring and non-recurring tax services                      $21,966
       Actuarial service                                               8,000

     In  accordance  with  rules  recently  established  by the SEC,  the  Audit
Committee  has  prepared  the  following  report  for  inclusion  in this  proxy
statement:

         As part of its ongoing activities, the Audit Committee has:

 o    Reviewed and discussed with management the Company's audited
      consolidated financial statements for the fiscal year ended
      December 31, 2001;

 o    Discussed with the independent auditors the matters required to be
      discussed by Statement on Auditing Standards No. 61, Communications with
      Audit Committees, as amended;

 o    Received the written disclosures and the letter from the
      independent auditors required by Independence Standards Board
      Standard No. 1, Independence Discussions with Audit
      Committees, and has discussed with the independent auditors
      their independence; and

 o    Considered the compatibility of non-audit services described
      above with maintaining auditor independence.

     Based on the review and discussions  referred to above, the Audit Committee
recommended  to the Board of Directors that the audited  consolidated  financial
statements  be  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 2001.

                   This report has been provided by the Audit
                                   Committee:

             Messrs, Jung, Resnick, Spencer, Manwaring, and Nelson.
                               ------------------

                                        6





Performance Graph

     Set forth  hereunder is a performance  graph comparing (a) the total return
on the Common Stock for the period beginning on January 1, 1997 through December
31,  2001,  (b) the  cumulative  total  return on stocks  included in the Nasdaq
Composite Index over such period,  and (c) the yearly cumulative total return on
stocks included in the SNL Thrift Index over such period.  The cumulative  total
return on the  Common  Stock was  computed  assuming  the  reinvestment  of cash
dividends during the fiscal year. Pathfinder Bancorp, Inc.




                                                 [GRAPHIC OMITTED]































                                                              Period Ending
INDEX                                  12/31/96   12/31/97  12/31/98  12/31/99     12/31/00   12/31/01
- --------------------------------------------------------------------------------------------------------
                                                                            
Pathfinder Bancorp, Inc.                100.00     324.74     149.42     148.84     108.34    238.13
NASDAQ - Total US                       100.00     122.48     172.68     320.89     193.01    153.15
SNL Thrift Index                        100.00     170.16     149.66     122.25     195.21    208.65


     There can be no assurance that the Common Stock's performance will continue
in the future with the same or similar trend depicted in the graph.  The Company
will not make or endorse any predictions as to future stock performance.

Personnel Committee Interlocks and Insider Participation

     The full Board of  Directors of the Company  determines  the salaries to be
paid each year to the executive officers of the Company.

                                        7






Report of the Board of Directors on Executive Compensation

     Under SEC rules,  the  Company is required  to  disclose  certain  data and
information  regarding  compensation and benefits of its Chief Executive Officer
and other executive  officers.  The disclosure  includes the use of tables and a
report explaining the rationale for and  considerations  that led to fundamental
executive compensation  decisions affecting these individuals.  In fulfilling of
this  requirement,  the Board of  Directors  of the  Company  has  prepared  the
following report for inclusion in this proxy statement.

     The  Board of  Directors  annually  reviews  the  performance  of the Chief
Executive  Officer and other  executive  officers and  approves  changes to base
compensation  as well as the amount of any bonus to be awarded.  In  determining
whether  the base  salary  of an  officer  should  be  increased,  the  Board of
Directors takes into account individual performance,  performance of the Company
and  information  regarding  compensation  paid  to  executives  of  peer  group
institutions  made  to  executives   performing  similar  duties  for  financial
institutions in the Bank's market area.

     While the Board of  Directors  does not use strict  numerical  formulas  to
determine  changes in  compensation  for the Chief  Executive  Officer  and Vice
Presidents,  and  while  it  weighs  a  variety  of  different  factors  in  its
deliberations,  it has  emphasized  and will  continue  to  emphasize  earnings,
profitability,   earnings  contribution  to  capital,  capital  strength,  asset
quality, and return on tangible equity as factors in setting the compensation of
the Chief  Executive  Officer  and  senior  officers.  Non-quantitative  factors
considered by the Board of Directors in fiscal 2001 included general  management
oversight  of the  Company,  the  quality  of  communication  with the  Board of
Directors,  and the productivity of employees.  Finally,  the Board of Directors
considered  the standing of the Company with  customers  and the  community,  as
evidenced by customer and community complaints and compliments.  While the Board
of Directors  considered each of the quantitative and  non-quantitative  factors
described above,  such factors were not assigned a specific weight in evaluating
the performance of the Chief Executive Officer and Vice Presidents.

     The Board of Directors  approved salary increases  totaling $48,000 for the
Company's  and Bank's five  executive  officers  including  Mr.  Schneider.  Mr.
Schneider does not participate in the Board of Director's  consideration  of his
compensation.  As a result of the various personnel changes,  the Board approved
an increase in Mr. Schneider's base salary to $120,000 per annum. The 2001 total
base  compensation  for all  executive  officers  was  $480,000,  as compared to
$400,000 in 2000 for the compensation of eight executive officers.

     This has been provided by the Board of Directors: Chris C. Gagas, Thomas W.
Schneider,  Chris R.  Burritt,  George  P.  Joyce,  Raymond  W.  Jung,  Bruce E.
Manwaring, L. William Nelson, Jr., Janette Resnick, Corte J. Spencer and Stephen
W. Thomas.

Directors' Compensation

     Each  non-employee  director  receives an annual retainer fee of $9,000,  a
meeting fee of $500 for each Board meeting  attended and $300 for each committee
meeting  attended.  Employee  directors do not receive monthly meeting fees. The
Bank paid a total of $149,000 in director  fees during the year ending  December
31, 2001.


                                        8





Executive Compensation

     The  following  table  sets  forth for the year ended  December  31,  2001,
certain  information  as to the total  remuneration  paid by the  Company to Mr.
Schneider,  the  Company's  chief  executive  officer.  No other  officer of the
Company received cash compensation exceeding $100,000 in 2001.





                                                SUMMARY COMPENSATION TABLE
==========================================================================================================================
                          Annual Compensation                                 Long-Term Compensation
                                                                                      Awards
                         Fiscal
                          Years                               Other      Restricted
                          Ended                               Annual        Stock     Options/               All Other
       Name and         December     Salary      Bonus     Compensation   Award(s)      SARs                Compensation
Principal Position (1)     31        ($)(2)       ($)         ($)(3        ($)(4)      (#)(5)    Payouts       ($)(3)
                                                                                            
Thomas W.  Schneider      2001        $135,000   $4,300        --            $--         983       --         $ 8,778
President and Chief       2000        $120,000    --           --          $ 2,718     1,000       --         $ 5,367
Executive Officer

====================== =========== =========== ========== ============== =========== ========== ==========================


(1)  No  other  executive  officer  received  salary  and  bonuses  that  in the
     aggregate  exceeded  $100,000.
(2)  Includes  compensation  deferred at the  election  of the named  individual
     under  the  Company's  cafeteria  plan.
(3)  The aggregate  amount of such benefits did not exceed the lesser of $50,000
     or  10%  of  cash  compensation  for  the  named  individuals.
(4)  Amount represents  compensation associated with the vested portion of stock
     awards granted under the  Management  Recognition  and Retention  Plan.
(5)  Amount  represents  the vested  portion of option shares  granted under the
     Stock Option Plan.
(6)  Includes 666 shares  allocated to Mr.  Schneider  under the Company's Stock
     Ownership Plan.

Benefits

     Medical and Life Insurance and Educational Assistance. The Company provides
full-time employees with medical and life and accidental death and dismemberment
insurance.  In addition, the Company maintains a "cafeteria plan" for employees,
which permits qualifying  employees to allocate a portion of their compensation,
on a pre-tax  basis,  for the  payment of  medical,  dental and  dependent  care
expenses as well as the payment of certain insurance premiums.  The Company also
offers  educational  assistance  to full-time  employees who have worked for the
Company for at least one year and who desire to take  courses at any  accredited
school of  learning.  The Company  also  provides  long-term  disability  income
insurance  for all  employees  equal to the lesser of $6,000 per month or 60% of
the employee's basic monthly earnings.

     Defined Benefit Plan. The Company maintains a tax-qualified noncontributory
defined benefit plan ("Retirement Plan"). All salaried employees age 21 or older
who have  worked for the  Company  for at least one year and have been  credited
with  1,000 or more hours of  employment  with the  Company  during the year are
eligible to accrue benefits under the Retirement  Plan. The Company  contributes
annually to the Retirement  Plan an amount  necessary to satisfy the actuarially
determined  minimum  funding   requirements  in  accordance  with  the  Employee
Retirement Income Security Act of 1974 ("ERISA").

     At the normal  retirement  age of 65 the plan is designed to provide a life
annuity.  The  retirement  benefit  provided  is equal to 2% of a  participant's
average monthly compensation based on the average of the three consecutive years
during  the last 10 years of  employment  which  provides  the  highest  monthly
average  compensation  multiplied by the participant's years of credited service
(not to exceed 30 years) to the normal retirement date. Retirement benefits also
are payable upon retirement due to early and late retirement.  Benefits also are
paid  from the  Retirement  Plan upon a  Participant's  disability  or death.  A
reduced  benefit is payable  upon  early  retirement  at or after age 60, or the
completion  of 30 years  of  service  with  the  Company.  Upon  termination  of
employment other than as specified above, a  participant  who was  employed by

                                        9





the  Company  for a minimum of five  years is  eligible  to  receive  his or her
accrued benefit reduced for early  retirement or a deferred  retirement  benefit
commencing on such participant's normal retirement date. Benefits are payable in
various  annuity forms. At December 31, 2001, the market value of the Retirement
Plan  trust  fund  was  approximately  $2.6  million.  For the plan  year  ended
September 30, 2001, the Company made no contribution to the Retirement Plan.

     The following table indicates the annual  retirement  benefit that would be
payable under the Retirement  Plan upon  retirement at age 65 in plan year 2001,
expressed in the form of a single life annuity for the final average  salary and
benefit service classification specified below.




                                         YEARS OF BENEFIT SERVICE AT RETIREMENT
                Final
         Average Compensation                   15                   20                  25                   30
                                                                                            
               $25,000                        $ 7,500              $10,000             $12,500             $ 15,000
               $50,000                        $15,000              $20,000             $25,000             $ 30,000
               $75,000                        $22,500              $30,000             $37,500             $ 45,000
               $100,000                       $30,000              $40,000             $50,000             $ 60,000
               $125,000                       $37,500              $50,000             $62,500             $ 75,000
- -------------------------------------- ---------------------  -----------------  -------------------  -------------------
             $170,000 (1)                     $51,000              $68,000             $85,000             $102,000
====================================== =====================  =================  ===================  ===================

- ------------------------------------

(1)  Under Section  401(a)(17) of the Code, the maximum  amount of  compensation
     that may be taken into account under the  Retirement  Plan in the 2001 Plan
     Year is $170,000.

     As of  December  31,  2001,  Thomas W.  Schneider  had 13 years of credited
service (i.e., benefit service) under the Retirement Plan.

     Employee  Savings Plan.  The Company  maintains  the Employee  Savings Plan
which is a qualified,  tax- exempt  profit  sharing plan with a cash or deferred
feature that is tax-qualified  under Section 401(k) of the Internal Revenue Code
(the "401(k)  Plan").  All employees who have attained age 21 and have completed
at least one year of  employment  during  which they worked at least 1,000 hours
are eligible to participate.

     Participants  may  contribute,  and receive a  deduction  for, up to 15% of
compensation  to the 401 (k) Plan. For these purposes,  "compensation"  includes
total  compensation  (including  salary reduction  contributions  made under the
401(k) Plan or the flexible  benefits plan  sponsored by the Company),  but does
not include compensation in excess of $160,000.  The Company, in its discretion,
may match  participants'  salary  reduction  contributions  based  upon  Company
profits for the current  fiscal year.  All employee  contributions  and earnings
thereon are fully and immediately  vested.  All employer matching  contributions
vest at the rate of 20% per year beginning at the end of a  participant's  third
year of service with the Company until a participant  is 100% vested after seven
years of service. Participants also will vest in employer matching contributions
when they  reach the  normal  retirement  age of 65 or later,  or upon  death or
disability regardless of years of service.

     Plan benefits will be paid to each  participant  in a lump sum. At December
31,  2001,  the  market  value of the 401(k)  Plan trust fund was  approximately
$1,178,000.  For the plan year ended  December  31,  2001,  the  Company  made a
contribution  in the amount of $52,000 to the 401(k) Plan Trust of which  $1,349
was contributed on behalf of Mr. Schneider.


                                       10





     Executive  Supplemental  Retirement  Income Master  Agreement.  The Company
maintains a non-tax-qualified  executive  supplemental  retirement income master
agreement (the "Master Agreement") for qualifying executives of the Company. Two
executives  and the Chairman of the Board are currently  eligible to participate
in the Master Agreement. The Master Agreement provides a supplemental retirement
income  benefit  in an  annual  amount  equal to  highest  average  compensation
received  by the  executive  during any 36 month  period  while  employed by the
Company,   multiplied  by  a  wage  replacement  percentage  designated  in  the
individual  executive's  joinder  agreement,   less  the  actual  annual  amount
available  to  the  executive  from  the  Company's   other   tax-qualified   or
nonqualified  plans.  Benefits  under the Master  Agreement  are  payable to the
executive upon the benefit age designated in the individual  executive's joinder
agreement.  Benefits  will be payable in monthly  installments  beginning on the
executive's  benefit age and continuing for a period of months designated in the
individual  executive's joinder agreement.  Payments to an executive,  or to his
beneficiary,  may be made from the Master Agreement upon the executive's  death,
total or permanent disability, or termination of service with the Company.

     The Master  Agreement  is  considered  an  unfunded  plan for tax and ERISA
purposes.  All obligations  arising under the Master  Agreement are payable from
the general  assets of the  Company.  During the year ended  December 31, 2001 a
contribution totaling $10,255 was made on behalf of Mr. Schneider.

     Stock Option Plan. The  Pathfinder  Bank 1997 Stock Option Plan (the "Stock
Option  Plan")  authorizes  the grant of stock  options  and  limited  rights to
purchase 132,251 shares of Common Stock. The Stock Option Plan authorizes grants
of (i) options  intended to qualify as "incentive  stock  options," (ii) options
that do not qualify as incentive  stock  options  ("non-statutory  options") and
(iii) limited rights  (described  below) that are exercisable only upon a change
in control of the Bank (as  defined).  Non-employee  directors  are  eligible to
receive only non-statutory options.  38,499 options were granted during the past
fiscal year with an exercise price of $8.34.

     Grants  may be  made  by the  Board  of  Directors  of the  Bank or a stock
benefits  committee,  established  by  the  Bank  consisting  of  at  least  two
non-employee members of the Board of Directors (the "Stock Benefits Committee").
In granting  options,  the Stock Benefits  Committee  considers  factors such as
salary,  length  of  employment  with  the  Bank,  and  the  employee's  overall
performance.  To the extent  shares are  available  under the Stock Option Plan,
each newly appointed non-employee director shall receive a stock option grant to
purchase 7,500 shares of Common Stock.  All stock options are exercisable in six
equal  annual  installments  beginning  January  24,  1999 and  continuing  each
anniversary  date  thereafter;  provided,  however,  that all  options  are 100%
exercisable  in the event the  optionee  terminates  his  service  due to normal
retirement,  death or disability,  or in the event of a change in control of the
Bank.  All  options  must be  exercised  within 10 years from the date of grant.
Stock options may be exercised up to one year  following  termination of service
or such later period as determined by the Stock Benefits Committee. The exercise
price of all options is at least 100% of the fair market value of the underlying
Common Stock at the time of the grant.  The  weighted  average  option  exercise
price is $7.18  per  share.  The  exercise  price  may be paid in cash or Common
Stock.  Common  Stock issued in  connection  with the exercise of options may be
from treasury shares or authorized but unissued shares, in which case there will
be dilution of the Common Stock holdings of existing shareholders.

     Incentive  stock options may be granted only to employees of the Company or
the Bank. Non-employee directors will be granted non-statutory stock options. No
stock option  granted in connection  with the Stock Option Plan will be eligible
to be treated as an incentive  stock  option if it is exercised  more than three
months after the date on which the optionee  ceases to perform  services for the
Company or the Bank,  except that in the event of death or  disability,  a stock
option  may be  eligible  to be treated as an  incentive  stock  option if it is
exercised  within one year;  provided,  however,  that if an optionee  ceases to
perform  services  for the  Company  or the Bank  due to  normal  retirement  or
following  a change in  control  (as  defined  in the Stock  Option  Plan),  any
incentive stock options  exercised more than three months following the date the
optionee  ceases to perform  services will be treated as a  non-statutory  stock
option as described above.

     Simultaneously  with the grant of any stock option, the Committee may grant
a Dividend Equivalent Right with respect to all or some of the shares covered by
such stock option.  The Dividend  Equivalent  Right  provides the grantee with a
separate cash benefit equal to 100% of the amount of any extraordinary  dividend
on shares of Common Stock

                                       11





subject  to a stock  option.  Under  the  terms of the  Stock  Option  Plan,  an
extraordinary  dividend  is any  dividend  paid on shares of Common  Stock  that
exceeds the Company's weighted average cost of interest bearing  liabilities for
the current and preceding three quarters.  Upon the payment of an  extraordinary
dividend,  Dividend  Equivalent Right will receive at the time the related stock
option  vests cash or some other  payment as  determined  under the Stock Option
Plan, equal to 100% of the extraordinary dividend paid on shares of Common Stock
plus any  earnings  thereon,  minus any tax  withholding  amounts.  The Dividend
Equivalent  Right is  transferrable  only when the  underlying  stock  option is
transferable and under the same conditions.

     On December 19,  2000,  the Board of  Directors  and  officers  voluntarily
returned their unvested incentive stock options and non-statutory  stock options
under the  Pathfinder  Bank 1997 Stock  Option Plan.  Accordingly,  the options,
which would have been earned by participants in the years 2001 and 2002 will not
be vested.  At December  31,  2000,  the Stock  Option  Plan had 38,499  options
available for grant.  The voluntary  rescission of the unvested  (undistributed)
portion of the 1997 stock option grants by officers and directors of the Company
will reduce expense charges under the plan by $121,000 in each of 2001 and 2002.
In July  2001,  the Board  approved  the  re-issuance  of 38,499  stock  options
remaining  in the 1997 Stock Option  Plan.  The  exercise  price is equal to the
market value of the Company's shares at the date of grant ($8.335).  The options
granted under the  re-issuance  will have a 10-year term with one-third  vesting
upon grant date and the remaining vesting and becoming  exercisable ratably over
a 2 year period.




               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES
========================================================================================================================
                                                                     Number of Securities
                            Shares Acquired           Value         Underlying Unexercised     Value of Unexercised In-
         Name                Upon Exercise           Realized             Options at             The-Money Options at
         ----                -------------           --------
                                                                        Fiscal Year-End           Fiscal Year-End(1)
                                                                   Exercisable/Unexercisable  Exercisable/Unexercisable
                                                                                        
Thomas W.  Schneider             1,500                $9,780              2,483/1,967               $14,693/$9,557
======================  ======================== ================ =========================== ==========================


(1)  The options had no value since the aggregate exercise price of such options
     was greater  than the  aggregate  fair market value of the shares of common
     stock that would be received upon exercise, assuming such exercise occurred
     on December 31, 2001.

     The Board of Directors  may amend,  suspend or  terminate  the Stock Option
Plan except  that such  amendments  may not impair  awards  previously  granted.
Shareholders  of the Company must approve any amendment to the Stock Option Plan
that would increase the number of options,  decrease an option  exercise  price,
extend the term of the Stock Option Plan or any option, or change the persons or
category of persons eligible to be granted options. The exercise of options will
have a dilutive  effect on the  ownership  interests  of existing  shareholders.
Further,  the  exercise of options may render more  difficult  or  discourage  a
merger, tender offer or other takeover attempt even if such transaction or event
would be beneficial to  shareholders  generally,  the assumption of control by a
holder of a large  block of the  Company's  securities,  a proxy  contest or the
removal of incumbent management.

     Recognition  and  Retention  Plan.  The Board of  Directors of the Bank has
adopted the 1997  Recognition and Retention Plan (the  "Recognition  Plan") as a
method of providing  certain  employees and  non-employee  directors of the Bank
with a  proprietary  interest in the  Company and the Bank and to provide  these
individuals with an incentive to increase the value of the Company and the Bank.
Under the  Recognition  Plan,  shares of Common  Stock have been  awarded in the
following amounts to Named Executive  Officers,  executive  officers as a group,
non-employee directors, and employees as a group.

     The Stock Benefits Committee, composed of the non-employee directors of the
Bank,  administers  the  Recognition  Plan,  and makes  awards to  officers  and
employees  pursuant to the Recognition Plan.  Awards to non- employee  directors
are fixed by the terms of the Recognition Plan. Awards of Common Stock that have
not vested under the Recognition Plan ("Restricted  Stock") are  nontransferable
and nonassignable. Participants in the Recognition Plan  become  vested  in

                                       12





shares of Restricted Stock over a six-year period beginning on January 24, 1999;
provided,  however,  that the Stock Benefits  Committee may accelerate or extend
the  vesting  rate on any  awards  made to  officers  and  employees  after  the
effective date of the Recognition Plan. Awards to executive officers and outside
directors  become fully vested upon  termination of employment or service due to
normal retirement, death or disability, or following a termination of employment
or service in  connection  with a change in control (as defined  therein) of the
Company or the Bank.  Upon  termination  of  employment or service for any other
reason, unvested shares are forfeited.  When a participant's  Restructured Stock
vests, the participant  will recognize  ordinary income equal to the fair market
value  of  the  shares  vested,  unless  the  participant   previously  made  an
irrevocable  election to be taxed on the shares of  Restricted  Stock awarded to
him in the year of the award.  The amount of income  recognized by a participant
will be a deductible  expense of the Company for Federal income tax purposes.  A
participant  is entitled to receive any cash  dividends  paid on the  Restricted
Stock both before and after vesting of the  Restricted  Stock.  Stock  dividends
declared by the Company  and paid on  Restricted  Stock that have not vested are
subject to the same restrictions as the Restricted Stock until such shares vest.

     On December 19, 2000,  the Board of Directors  voluntarily  returned  their
unvested   Restricted   Stock  Awards  accepted  under  the  Recognition   Plan.
Accordingly,  the shares,  which would have been earned by  participants  in the
years 2001 and 2002,  will not be issued and will be retained by the Recognition
Plan.  At December  31, 2000 the  Recognition  Plan had 15,750  shares of Common
Stock available for grant.

     As a result of the  voluntary  return of unvested  shares by  officers  and
directors of the Company  expense  charges  under the  Recognition  Plan will be
reduced by $82,500 in each of 2001 and 2002.

     Transactions With Certain Related Persons

     All transactions between the Company and its executive officers, directors,
holders of 10% or more of the shares of its Common Stock and affiliates thereof,
are on terms no less  favorable to the Company than could have been  obtained by
it in arm's-length  negotiations  with unaffiliated  persons.  Such transactions
must be approved by a majority of independent  outside  directors of the Company
not having any interest in the transaction.

- --------------------------------------------------------------------------------
               PROPOSAL 2--RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------

     The Board of  Directors  of the  Company has  approved  the  engagement  of
PricewaterhouseCoopers,  LLP, to be the  Company's  auditors for the 2002 fiscal
year,   subject  to  the   ratification  of  the  engagement  by  the  Company's
shareholders.  At the Annual Meeting, shareholders will consider and vote on the
ratification of the engagement of PricewaterhouseCoopers, LLP, for the Company's
fiscal    year   ending    December    31,    2002.    A    representative    of
PricewaterhouseCoopers,  LLP,  is  expected  to attend the Meeting to respond to
appropriate questions and to make a statement if he so desires.

     In order to ratify the  selection  of  PricewaterhouseCoopers,  LLP, as the
auditors for the 2002 fiscal year, the proposal must receive at least a majority
of the votes cast, either in person or by proxy, in favor of such  ratification.
The  Board  of   Directors   recommends  a  vote  "FOR"  the   ratification   of
PricewaterhouseCoopers, LLP, as auditors for the 2002 fiscal year.

- --------------------------------------------------------------------------------
                              SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------

     In order to be  eligible  for  inclusion  in the proxy  materials  for next
year's Annual Meeting of Shareholders,  any shareholder  proposal to take action
at such meeting must be received at the  Company's  executive  office,  214 West
First Street,  Oswego, New York 13126, no later than November 30, 2002. Any such
proposals shall be subject to the  requirements of the proxy rules adopted under
the Securities Exchange Act of 1934.


                                       13






- --------------------------------------------------------------------------------
                                  OTHER MATTERS
- --------------------------------------------------------------------------------

     The Board of  Directors  is not aware of any  business  to come  before the
Annual Meeting other than the matters  described  above in the Proxy  Statement.
However,  if any matters should properly come before the Annual  Meeting,  it is
intended  that  holders of the proxies will act as directed by a majority of the
Board of  Directors,  except for  matters  related to the  conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment.  The
Board of  Directors  intends to  exercise  its  discretionary  authority  to the
fullest extent permitted under the Securities Exchange Act of 1934.

     The Bylaws of the Company  provide an advance notice  procedure for certain
business,  or  nominations  to the Board of Directors,  to be brought  before an
annual meeting.  In order for a stockholder to properly bring business before an
annual meeting,  or to propose a nominee to the Board, the stockholder must give
written notice to the Secretary of the Company at least five (5) days before the
date fixed for such  meeting.  The notice must include the  stockholder's  name,
record address, and number of shares owned by the stockholder,  describe briefly
the proposed  business,  the reasons for bringing the business before the annual
meeting,  and any material interest of the stockholder in the proposed business.
In the case of  nominations  to the Board,  certain  information  regarding  the
nominee must be provided.  Nothing in this paragraph  shall be deemed to require
the Company to include in its proxy  statement  and proxy  relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion  established  by the  SEC in  effect  at the  time  such  proposal  is
received.

- --------------------------------------------------------------------------------
                                  MISCELLANEOUS
- --------------------------------------------------------------------------------

     The cost of  solicitation  of  proxies  will be borne by the  Company.  The
Company  will  reimburse  brokerage  firms and other  custodians,  nominees  and
fiduciaries for reasonable  expenses incurred by them in sending proxy materials
to the beneficial  owners of Common Stock. In addition to solicitations by mail,
directors,  officers and regular  employees  of the Company may solicit  proxies
personally or by telegraph or telephone without additional compensation.

     A COPY OF THE  COMPANY'S  ANNUAL  REPORT ON FORM 10-K FOR THE  FISCAL  YEAR
ENDED DECEMBER 31, 2001, WILL BE FURNISHED  WITHOUT CHARGE TO SHAREHOLDERS AS OF
THE RECORD  DATE UPON  WRITTEN  OR  TELEPHONIC  REQUEST  TO  MELISSA A.  MILLER,
CORPORATE SECRETARY,  PATHFINDER BANCORP,  INC., 214 WEST FIRST STREET,  OSWEGO,
NEW YORK 13126, OR CALL AT 315/343-0057.


                                             BY ORDER OF THE BOARD OF DIRECTORS


                                             /s/ Melissa A. Miller
                                             ===============================
                                             Melissa A. Miller
                                             Corporate Secretary

Oswego, New York
March 29, 2002



                                       14






                                 REVOCABLE PROXY

                            PATHFINDER BANCORP, INC.
                         ANNUAL MEETING OF STOCKHOLDERS
                                 April 24, 2002

     The  undersigned  hereby  appoints the full Board of  Directors,  with full
powers of  substitution  to act as attorneys and proxies for the  undersigned to
vote all shares of Common Stock of the Company which the undersigned is entitled
to vote at a Annual  Meeting  of  Stockholders  ("Meeting")  will be held at the
Econolodge,  70 East First Street,  Oswego,  New York on April 24, 2002 at 10:00
a.m., Eastern Time. The official proxy committee is authorized to cast all votes
to which the undersigned is entitled as follows:




1.   The election as directors of all nominees listed below (except as marked to
     the contrary below)

     Chris C. Gagas                                FOR             Vote
     Thomas W. Schneider                                         Withheld
     Chris R. Burritt                              |-|             |-|
     Raymond W. Jung

     INSTRUCTION:  To withhold your vote
     for one or more nominees, write the
     name of the nominee(s)on the lines below.


     --------------------------------

     -------------------------------



2.   Ratification of PricewaterhouseCoopers,      FOR      Against   Abstain
     LLP as independent auditors for the year
     ended December 31, 2002.                     |-|        |-|      |-|


     The  Board  of  Directors  recommends  a vote  "FOR"  each  of  the  listed
proposals.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES
AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
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                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


     Should the  undersigned  be present  and elect to vote at the Meeting or at
any adjournment  thereof and after  notification to the Secretary of the Company
at the Meeting of the  stockholder's  decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect.  This proxy may also be revoked by sending  written  notice to
the  Secretary  of the  Company at the address set forth on the Notice of Annual
Meeting of Stockholders,  or by the filing of a later proxy statement prior to a
vote being taken on a particular proposal at the Meeting.

     The  undersigned  acknowledges  receipt  from  the  Company  prior  to  the
execution of this proxy of a Notice of the Meeting and a proxy  statement  dated
March 29, 2002.


Dated: _________________, 2002                 |_|
                                                     Check Box if You Plan
                                                     to Attend Meeting


- -------------------------------               ----------------------------------
PRINT NAME OF STOCKHOLDER                     PRINT NAME OF STOCKHOLDER


- -------------------------------               ----------------------------------
SIGNATURE OF STOCKHOLDER                      SIGNATURE OF STOCKHOLDER


Please sign exactly as your name appears on this card. When signing as attorney,
executor,  administrator,  trustee or guardian,  please give your full title. If
shares are held jointly, each holder should sign.


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                Please complete and date this proxy and return it
                    promptly in the enclosed postage-prepaid
                                    envelope.
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