SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A 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:

<Table>

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>

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

- --------------------------------------------------------------------------------
(Name of Person(s) Filing 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] 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:

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

[FINGER LAKES BANCORP LOGO]

March 15, 2002

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
of Finger Lakes Bancorp, Inc. The Annual Meeting will be held at our main office
at 470 Exchange Street, Geneva, New York, at 11:00 a.m. (local time), on April
23, 2002.

The enclosed Notice of Annual Meeting and proxy statement describe the
formal business to be transacted.

The Annual Meeting is being held to elect three directors, to ratify
the appointment of auditors, and to amend two stock benefit plans.

The Board of Directors has determined that the matters to be considered
at the Annual Meeting are in the best interest of the Company and its
stockholders. For the reasons set forth in the proxy statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.

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. Your vote is important, regardless of the number of
shares that you own. Voting by proxy will not prevent you from voting in person,
but will assure that your vote is counted if you are unable to attend the
meeting.

Sincerely,

/s/ G. Thomas Bowers
G. Thomas Bowers

President and Chief Executive Officer

FINGER LAKES BANCORP, INC.
470 EXCHANGE STREET
GENEVA, NEW YORK 14456
(315) 789-3838

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To
Be Held On April 23, 2002

Notice is hereby given that the Annual Meeting of Stockholders ("Meeting")
of Finger Lakes Bancorp, Inc. will be held at our main office, 470 Exchange
Street, Geneva, New York, on April 23, 2002 at 11:00 a.m., local time.

A proxy statement and proxy card for the Meeting are enclosed.

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

1. The election of three directors;

2. The approval of the amended and restated 2001 Stock Option Plan to
permit the acceleration of the vesting of stock option awards;

3. The approval of the amended and restated 2001 Recognition and
Retention Plan to permit the acceleration of the vesting of stock
awards;

4. The ratification of the appointment of KPMG LLP as independent
auditors for the year ending December 31, 2002; and

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

Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, including all adjournments of the Meeting.
Stockholders of record at the close of business on March 8, 2002, are the
stockholders entitled to vote at the Meeting, and any adjournments thereof. A
list of stockholders entitled to vote at the Meeting will be available at 470
Exchange Place, Geneva, New York, for a period of ten days prior to the Meeting
and will also be available for inspection at the Meeting itself.

EACH STOCKHOLDER, 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.

By Order of the Board of Directors

/s/ Terry L. Hammond
Terry L. Hammond
Secretary

Geneva, New York
March 15, 2002

PROXY STATEMENT
OF
FINGER LAKES BANCORP, INC
470 EXCHANGE STREET
GENEVA, NEW YORK 14456
(315) 789-3838

ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 2002

This proxy statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Finger Lakes Bancorp, Inc.
("Finger Lakes Bancorp" or the "Company") to be used at the Annual Meeting of
Stockholders (the "Meeting"), which will be held at the Company's main office,
470 Exchange Street, Geneva, New York on April 23, 2002 at 11:00 a.m., local
time, and all adjournments thereof. The accompanying Notice of Annual Meeting of
Stockholders and this proxy statement are first being mailed to stockholders on
or about March 22, 2002.

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby 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 Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
Finger Lakes Bancorp will be voted in accordance with the directions given
thereon. PLEASE SIGN AND RETURN YOUR PROXY TO OUR CORPORATE SECRETARY AT FINGER
LAKES BANCORP IN ORDER FOR YOUR VOTE TO BE COUNTED. WHERE NO INSTRUCTIONS ARE
INDICATED, PROXIES WILL BE VOTED "FOR" THE PROPOSALS SET FORTH IN THIS PROXY
STATEMENT FOR CONSIDERATION AT THE MEETING.

Proxies may be revoked by sending written notice of revocation to the
Secretary of Finger Lakes Bancorp, at the address shown above, by filing a duly
executed proxy bearing a later date or by voting in person at the Meeting.
However, if you are a stockholder whose shares are not registered in your own
name, you will need appropriate documentation from your record holder to vote
personally at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of Finger Lakes Bancorp common stock ("Common Stock")
at the close of business on March 8, 2002 (the "Voting Record Date") are
entitled to one vote for each share held, except as set forth below. As of the
Voting Record Date, there were 3,173,807 shares of Common Stock issued and
outstanding. The presence in person or by proxy of at least a majority of the
issued and outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Meeting.

In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess

of the Limit. The Company's Certificate of Incorporation authorizes the Board of
Directors (i) to make all determinations necessary to implement and apply the
Limit, including determining whether persons or entities are acting in concert,
and (ii) to demand that any person who is reasonably believed to beneficially
own stock in excess of the Limit supply information to the Company to enable the
Board to implement and apply the Limit.

Persons and groups who beneficially own in excess of five percent of
the Company's Common Stock are required to file certain reports with the
Securities and Exchange Commission ("SEC") regarding such ownership pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act"). The following table
sets forth information as to those persons who were the beneficial owners of
more than five percent of the Company's issued and outstanding shares of Common
Stock on the Record Date.

AMOUNT OF SHARES PERCENT OF SHARES
NAME AND ADDRESS OF OWNED AND NATURE OF COMMON STOCK
BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OUTSTANDING
--------------------------------------- -------------------------- --------------------------

Sandler O'Neill Asset Management LLC(1)
780 Third Avenue, 30th Floor
New York, NY 10017 191,500 6.0%

Sunova Partners LP(2)
780 Third Avenue, 30th Floor
New York, NY 10017 200,000 6.3%

- ----------

(1) Based upon a Schedule 13D filed by Sandler O'Neill Asset Management LLC
("Sandler"). Sandler claims shared voting and dispositive power over all
shares.

(2) Based upon a Schedule 13G filed by Sunova Partners LP, and its affiliated
businesses ("Sunova"). Sunova claims shared voting and dispositive powers
over all shares.

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

As to the election of Directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote FOR the election of the three
nominees proposed by the Board, or to WITHHOLD AUTHORITY to vote for the
nominees being proposed. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, Directors are elected by a plurality of votes cast,
without regard to either broker non-votes, or proxies as to which authority to
vote for the nominees being proposed is withheld.

As to the approval of the amended and restated 2001 Stock Option Plan,
by checking the appropriate box, a stockholder may: (i) vote FOR the item; (ii)
vote AGAINST the item; or (iii) ABSTAIN from voting on such item. Under the
Company's Certificate of Incorporation and Bylaws, the approval of this matter
shall be determined by a majority of the votes cast, without regard to broker
non-votes, or proxies marked "ABSTAIN."

As to the approval of the amended and restated 2001 Recognition and
Retention Plan, by checking the appropriate box, a stockholder may: (i) vote FOR
the item; (ii) vote AGAINST the item; or (iii) ABSTAIN from voting on such item.
Under the Company's Certificate of

Incorporation and Bylaws, the approval of this matter shall be determined by a
majority of the votes cast, without regard to broker non-votes, or proxies
marked "ABSTAIN."

As to the ratification of KPMG LLP as independent auditors of the
Company, by checking the appropriate box, a stockholder may: (i) vote FOR the
item; (ii) vote AGAINST the item; or (iii) ABSTAIN from voting on such item.
Under the Company's Certificate of Incorporation and Bylaws, the ratification of
this matter shall be determined by a majority of the votes cast, without regard
to broker non-votes, or proxies marked "ABSTAIN."

In the event there are not sufficient votes at the time of the Meeting for a
quorum, or to approve or ratify any matter being presented, the Meeting may be
adjourned in order to permit the further solicitation of proxies.

PROPOSAL I--ELECTION OF DIRECTORS

The Board of Directors is currently composed of eight persons. The
bylaws provide that approximately one-third of the directors are to be elected
annually. Directors are generally elected to serve for a three year period or
until their respective successors shall have been elected and shall qualify.
Three directors will be elected at the Meeting. The Board of Directors has
nominated G. Thomas Bowers, Chris M. Hansen, and Joan C. Rogers, each to serve
for a three-year term.

The table below sets forth certain information, as of the record date,
regarding the Board of Directors. Historical information includes service as a
director with Savings Bank of the Finger Lakes. It is intended that the proxies
solicited on behalf of the Board of Directors (other than proxies as to which
the vote is withheld as to one or more nominees) will be voted at the Meeting
for the election of the nominees identified below. If any 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 might be unable to
serve, if elected. There are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was selected.

Shares of
Common Stock
Director Term Beneficially Percent
Name Age Positions Held Since to Expire Owned Of Class
- ---------------------- --------- ---------------------- --------- ----------- ------------ --------

NOMINEES

G. Thomas Bowers 58 President, Chief Executive 1995 2005 168,870(1) 5.3%
Officer and Chairman
Chris M. Hansen 66 Director 1983 2005 13,943(2) 0.4
Joan C. Rogers 68 Director 1993 2005 12,065(3) 0.4

DIRECTORS CONTINUING IN OFFICE

Michael J. Hanna 56 Director 1994 2003 4,625(4) 0.1
James E. Hunter 66 Director 1990 2003 10,762(5) 0.3
Ronald C. Long 65 Director 1994 2003 15,193(6) 0.5
Bernard G. Lynch 71 Director 1962 2004 22,905(7) 0.7
Arthur W. Pearce 59 Director 1998 2004 19,112(8) 0.6

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Terry L. Hammond 53 Executive Vice President -- -- 53,574(9) 1.7
and Chief Financial Officer

Richard J. Harrison 56 Executive Vice President -- -- 25,192(10) 0.8
and Chief Credit Officer

Thomas A. Mayfield 56 Senior Vice President -- -- 35,616(11) 1.1
and Senior Loan Officer

Leslie J. Zornow 38 Senior Vice President -- -- 20,212(12) 0.6

All directors and executive
officers as a group (12 persons) 402,069(13) 12.2%

- ----------

(1) Includes (i) 3,857 shares owned by Mr. Bowers' wife; (ii) 6,652 shares held
in the 401(k) plan for Mr. Bowers' account; (iii) options to purchase
38,047 shares; (iv) 6,713 shares held in the ESOP for Mr. Bowers' account;
and (v) 4,400 shares under the RRP.

(2) Includes 250 shares owned by Mr. Hansen's wife, and options to purchase
3,690 shares.

(3) Includes options to purchase 1,400 shares.

(4) Includes 193 shares held jointly by Mr. Hanna and his daughter, and options
to purchase 3,690 shares.

(5) Includes options to purchase 3,690 shares.

(6) Includes options to purchase 3,690 shares.

(7) Includes 480 shares owned by Mr. Lynch's wife, and options to purchase
3,690 shares.

(8) Includes options to purchase 3,690 shares.

(9) Includes (i) 9,717 shares held in the 401(k) Plan for Mr. Hammond's
account; (ii) options to purchase 21,186 shares; (iii) 6,916 shares held in
the ESOP for Mr. Hammond's account; and (iv) 2,458 shares under RRP.

(10) Includes options to purchase 7,490 shares and 2,800 shares under RRP.

(11) Includes (i) 3,893 shares held in the 401(k) Plan for Mr. Mayfield's
account; (ii) options to purchase 17,608 shares; (iii) 2,744 shares held in
the ESOP for Mr. Mayfield's account; and (iv) 600 shares under RRP.

(12) Includes 621 shares held in the 401(k) Plan for Ms. Zornow's account, and
options to purchase 11,148 shares; (iii) 2,696 shares held in the ESOP for
Ms. Zornow's account; and (iv) 2,100 shares under RRP.

(13) Includes options to purchase 119,019 shares of Common Stock.

The principal occupation of each director and executive officer of Finger
Lakes Bancorp during the past five years is set forth below.

G. THOMAS BOWERS is the Chairman, President and Chief Executive Officer of
the Company.

MICHAEL J. HANNA is Director of Hobart Athletics at Hobart and William
Smith Colleges, Geneva, New York.

CHRIS M. HANSEN owns and operates a citrus farm in LaBelle, Florida.
Previously, he was President of C.M. Hansen Farms, Inc., located in Hall, New
York.

JAMES E. HUNTER is the Director of the New York State Agricultural
Experiment Station, Geneva, New York and is also a professor at Cornell
University.

RONALD C. LONG is Vice President of Long Milk Haulers, Inc., Penn Yan, New
York, a milk hauling and trucking operation.

BERNARD G. LYNCH is retired from his position as President of the Lynch
Furniture Co., Inc., a retail furniture outlet with stores in Geneva,
Canandaigua and Auburn, New York.

ARTHUR W. PEARCE is a senior consultant with IDEAWorks, LLC in Ithaca, New
York, providing real estate consulting services to corporations and government
agencies. Previously, he was Vice President, Community Lending at M&T Bank in
Ithaca.

JOAN C. ROGERS is retired as Co-Owner of BJR Broadcasting, Seneca Falls,
New York.

TERRY L. HAMMOND has served as the Company's Executive Vice President,
Chief Financial Officer and Corporate Secretary since January 1, 1999. Prior to
that, he served as Senior Vice President, Chief Financial Officer and Corporate
Secretary since joining the Company in 1990. Prior to that, Mr. Hammond was
employed by Monroe Savings Bank, Rochester, New York, in the same capacity.

RICHARD J. HARRISON was appointed Executive Vice President and Chief Credit
Officer of the Company on January 8, 2001. From 1997 until January 2001, Mr.
Harrison served as a director of the Company and the Bank.

THOMAS A. MAYFIELD serves as the Company's Senior Vice President and Senior
Loan Officer. He joined the Company in that capacity in April 1996. For two
years prior to that, Mr. Mayfield served in a similar capacity at Savannah Bank,
N.A., Savannah, New York. Prior to that, Mr. Mayfield was employed by Central
Trust Co., Rochester, New York.

LESLIE J. ZORNOW has served as the Company's Senior Vice President, Retail
Banking, since January 1, 1999. Prior to that, she served as Vice President,
Branch Administration and Marketing from 1996 to 1998 and as Vice President,
Human Resources and Marketing since

joining the Company in 1995. Prior to that, Ms. Zornow was employed by Monroe
County, New York, Department of Communications as Deputy Director.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Regular meetings of the Board of Directors of Finger Lakes Bancorp are held
on a monthly basis. The Board of Directors held a total of 13 meetings during
the 2001 calendar year. During 2001, each director attended at least 75% of the
total of such Board meetings and meetings of Board committees on which he or she
served.

The Board of Directors has established various committees, certain of which
are described below.

The Executive Committee generally has the power and authority to act on
behalf of the Board of Directors between scheduled meetings of the board unless
specific board action is required or unless otherwise restricted by the
Certificate of Incorporation or Bylaws, or by the Board of Directors. The
Executive Committee also administers the investment policy adopted by the Board
of Directors. During 2001, the Executive Committee met 6 times. The current
members of the Executive Committee are Mr. Bowers (Chairman) and Messrs. Hanna,
Hunter, Lynch and Pearce.

The Salary and Personnel Committee oversees the compensation programs
provided to management, including basic salaries, bonuses and benefit plans. It
also administers the stock benefit plans. During 2001, the Salary and Personnel
Committee met 4 times. The current members of the Salary and Personnel Committee
are Messrs. Hanna, Hansen, Hunter (Chairman) and Lynch.

The Nominating Committee nominates persons to serve as directors of Finger
Lakes Bancorp. During 2001, the Nominating Committee met 1 time. The current
members of the Nominating Committee are Mr. Lynch (Chairman) and Messrs. Bowers
and Hunter. While the committee will consider nominees recommended by the
stockholders, it has not actively solicited recommendations from stockholders.
Nominations by stockholders must comply with certain procedural and
informational requirements set forth in the Company's Bylaws. See "Advance
Notice of Business to be Conducted at an Annual Meeting."

The Audit/Community Reinvestment Act Committee ("CRA") Committee reviews
(i) reports from the internal audit department, (ii) the independent auditors'
reports and the results of their examination, prior to review by and with the
entire Board of Directors and (iii) the Office of Thrift Supervision, Federal
Deposit Insurance Corporation and other regulatory reports, prior to review by
and with the entire Board of Directors. The Audit/CRA Committee also meets
periodically with the Company's CRA Officer to review CRA activities. Each
member of the Audit/CRA Committee is "independent" as defined in the listing
standards of the National Association of Securities Dealers. During 2001, the
Audit/CRA Committee met 4 times. The current members of the Audit/CRA Committee
are Messrs. Pearce (Chairman), Long and Lynch, and Mrs. Rogers.

AUDIT COMMITTEE REPORT

The Audit/CRA Committee of the Board is responsible for providing
independent, objective oversight of the Company's accounting functions and
internal controls. The Audit/CRA Committee is composed of four directors, each
of whom is independent as defined by the National Association of Securities
Dealers. The Audit/CRA Committee operates under a written charter approved by
the Board of Directors.

Management is responsible for the Company's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States and to issue a report thereon. The Audit/CRA Committee's
responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit/CRA Committee met
with management and KPMG, LLP, the independent auditing firm for the Company, to
review and discuss the December 31, 2001 consolidated financial statements. The
Audit/CRA Committee also discussed with KPMG LLP, the matters required by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).
The Audit/CRA Committee also received the written disclosures and the letter
from our independent accountants, KPMG LLP, required by Independent Standards
Board Standard No. 1 (Independence Discussions with Audit Committee).
Additionally, the Audit/CRA Committee has discussed with KPMG LLP the issue of
its independence from the Company.

Based upon the Audit/CRA Committee's discussions with management and
the independent accountants, and the Audit/CRA Committee's review of the
representations of management and the independent accountants, the Audit/CRA
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001, to be filed with the Securities and
Exchange Commission.

This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended (the "Securities Act"), or
the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.

The Audit/CRA Committee:
Arthur W. Pearce (Chairman), Ronald C. Long, Bernard G. Lynch and
Joan C. Rogers

DIRECTORS' COMPENSATION

During 2001, Finger Lakes Bancorp paid fees to the non-employee members
of the Board of Directors, consisting of (i) attendance fees of $450 for each
meeting of the Board of Directors attended and $300 for each meeting of a Board
Committee attended, and (ii) a retainer of $2,500 per calendar quarter.

Directors who are not employees of Finger Lakes Bancorp are entitled to
participate in the 1998 Restated Deferred Compensation Plan for Directors (the
"Restated Plan"). The Restated Plan allows participating outside directors to
defer up to 100% of their compensation from the Company into certain investment
options designated by the Salary and Personnel Committee, including Common
Stock. The Restated Plan is unfunded and may require the Company to issue Common
Stock to the participating directors at such time as the director has elected to
receive a distribution, or upon the death of the participating director.

Directors of the Company have also been granted options to purchase
Common Stock and restricted stock awards under the Company's stock benefit
plans.

REPORT OF THE SALARY AND PERSONNEL COMMITTEE

The following report of the Salary and Personnel Committee required by
the rules of the SEC to be included in this proxy statement shall not be deemed
incorporated by reference by any statement incorporating this proxy statement by
reference into any filing under the Securities Act, or the Exchange Act, except
to the extent that Finger Lakes Bancorp specifically incorporates this
information by reference, and shall not otherwise be deemed filed under either
such Act.

EXECUTIVE COMPENSATION PHILOSOPHY. The fundamental compensation
philosophy of the Board of Directors is that there should be a substantial and
meaningful connection between executive compensation and shareholder value.
Under the supervision of the Salary and Personnel Committee of the Board of
Directors (the "Committee"), which is comprised of outside directors and which
also administers the stock benefit plans, Finger Lakes Bancorp has developed and
implemented compensation policies, plans and programs designed to increase
shareholder value by aligning closely the financial interests of Finger Lakes
Bancorp's executive officers with those of its shareholders. In furtherance of
these goals, annual base salaries are intended to serve as a portion of an
executive's total achievable compensation. The Board of Directors believes that
attracting and retaining executives of high quality is essential to Finger Lakes
Bancorp's growth and success. The Board of Directors further believes that the
long-term success of Finger Lakes Bancorp is enhanced by a comprehensive
compensation program that includes different types of incentives for motivating
executives and rewarding outstanding service, including awards that link
compensation to applicable measures of Finger Lakes Bancorp performance. Finger
Lakes Bancorp relies to a large degree on annual and long-term incentive
compensation to attract and retain executives of outstanding ability and to
motivate them to perform to the full extent of their abilities. Both the annual
and long-term components of the incentive compensation policy are closely tied
to profitability and shareholder value. In years of outstanding achievement,
executive officers are rewarded for their respective contributions to Finger
Lakes Bancorp's success through a combination of cash and stock-based incentive
awards.

EXECUTIVE OFFICER COMPENSATION. Finger Lakes Bancorp's total
compensation program for executive officers consists of both cash and
stock-based compensation. The annual cash compensation consists of a base salary
determined annually and the awarding of incentive bonuses. The base salaries are
fixed at levels that the Committee believes to be generally comparable to
amounts paid to highly qualified senior executives at similar banks and bank
holding companies. Salaries are reviewed on an annual basis and may be increased
at that time based on (i) the Committee's consensus that the individual's
contribution to Finger Lakes Bancorp has increased and (ii) increases in
competitive pay levels.

In general, annual cash incentive bonuses for executives are intended
to reflect the belief that management's contributions to improving shareholder
return are related to earnings growth. Finger Lakes Bancorp has a written
Formula Bonus Plan (the "Bonus Plan") that is designed to provide significant
financial incentive to Finger Lakes Bancorp's executives and management
personnel. Bonuses under the Bonus Plan are paid to Finger Lakes Bancorp's
executives based upon individual performance and the Company achieving its
annual financial goals. In 2001, Finger Lakes Bancorp's current executive
officers (5 persons) received bonuses that ranged from $7,104 to $28,999.

Long-term incentives have been provided through the grant of stock
options and restricted stock awards. Under the Option Plan, the Committee has
the authority to determine the individuals to whom stock options are granted,
the terms on which option grants are made, and the term of and the number of
shares subject to each option. Under the Recognition Plan, the Committee has the
authority to award shares of common stock to officers and other key employees.
Through the grant of stock options and stock awards, the objective of aligning
executive officers' long-range interests with increasing shareholder return are
met by providing the executive officers with the opportunity to build a
meaningful stake in Finger Lakes Bancorp. In granting stock options to senior
management, the Committee has reviewed and considered the individual awards,
taking into account the respective scope of accountability, strategic and
operational goals, and anticipated performance requirements and contributions of
each grantee.

Executive officers may also participate in the 401(k) Plan, which
includes only employee contributions.

CHIEF EXECUTIVE OFFICER COMPENSATION. The key performance measure used
to determine Mr. Bowers' 2001 compensation was the Committee's assessment of his
ability and dedication to provide the leadership and vision necessary to enhance
the long-term value of Finger Lakes Bancorp. In addition to leading Finger Lakes
Bancorp to financial achievements, Mr. Bowers has established a strong record in
the areas of innovation and management efficiency, and has built a strong
management team and aggressively pursued new areas for growth.

Consistent with Finger Lakes Bancorp's executive compensation
philosophy, Mr. Bowers' total compensation package depends largely on annual and
long-term incentive compensation. The annual incentive component is currently
made up of the possibility of a cash bonus under the terms of his employment
agreement, determined by the Board of Directors. The long-term incentive
component has taken the form of stock options granted under the Option Plan and
contingent stock awards granted under the Recognition Plan. Both the annual and
long-term components of Mr. Bowers' incentive compensation are variable and
closely tied to corporate performance in a manner that encourages dedication to
building shareholder value.

Mr. Bowers' annual base salary is fixed, subject to increases by the
Board of Directors in its sole discretion. For 2001, his salary amounted to
$205,827. The Committee believes that Mr. Bowers' salary is fixed at a level
which is comparable to the amounts paid to other chief executive officers with
comparable qualifications, experience, responsibilities and proven results at
similar banks and bank holding companies. In 2001, Mr. Bowers was granted
options to purchase 48,000 shares of Common Stock and was awarded 22,000 shares
under the Recognition Plan.

SALARY AND PERSONNEL COMMITTEE:
Chris M. Hansen, James E. Hunter (Chairman) and Bernard G. Lynch

STOCK PERFORMANCE GRAPH

The following graph sets forth a comparison of the cumulative total
shareholder return on the Common Stock since Finger Lakes Bancorp's public
offering on November 11, 2000, the day it commenced trading, based on the market
price thereof and taking into account all cash and stock dividends paid through
December 31, 2001, with the cumulative total return of the companies comprising
the Nasdaq Composite Total Return Index (US) and the companies comprising the
SNL Thrift Index.

[GRAPH]

Period Ending
-------------------------------------------------------------------------
Index 11/14/00 12/31/00 03/31/01 06/30/01 09/30/01 12/31/01
- -------------------------------------------------------------------------------------------------------------------

Finger Lakes Bancorp, Inc. 100.00 105.20 112.22 143.83 140.94 153.45
- -------------------------------------------------------------------------------------------------------------------
NASDAQ - Total US* 100.00 78.24 58.40 68.83 47.76 62.08
- -------------------------------------------------------------------------------------------------------------------
SNL $250M-$500M Thrift Index 100.00 102.84 113.43 126.69 136.64 146.29
- -------------------------------------------------------------------------------------------------------------------

EXECUTIVE COMPENSATION AND BENEFITS

Shown on the table below is information on the annual and long-term
compensation for services rendered to Finger Lakes Bancorp in all capacities,
for the years ended December 31, 2001, 2000 and 1999, paid by Finger Lakes
Bancorp to its executive officers who received salary and bonus in excess of
$100,000 in 2001 (the "Named Executive Officers").

ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------------- ----------------------------------------

OTHER RESTRICTED ALL OTHER
ANNUAL STOCK COMPENSATION
NAME AND COMPENSATION AWARDS OPTION --------------
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($) ($)(2) ($)(3) GRANTS(#) (4)
- ------------------ ---- --------------------- ------ ------ --------- ---

G. Thomas Bowers, President 2001 $ 205,827 $ 28,999 $ 0 $ 204,600 48,000 $ 21,539
and Chief Executive Officer 2000 191,800 25,627 0 0 0 8,785
1999 182,606 20,947 0 0 0 7,606

Terry L. Hammond, Executive Vice 2001 $ 105,327 $ 11,110 $ 0 $ 114,325 23,000 $ 17,071
President and Chief Financial 2000 101,000 9,609 0 0 0 4,238
Officer 1999 96,100 8,610 0 0 0 3,512

Richard J. Harrison, Executive 2001 $ 101,142 $ 0 $ 0 $ 130,200 26,000 $ 6,578
Vice President and Chief Credit 2000 -- -- -- -- -- --
Officer 1999 -- -- -- -- -- --

(1) The amounts shown include cash compensation earned and paid during the year
indicated as well as cash compensation deferred at the executive's election
into the 401(k) Plan. The Company makes no contributions to the 401(k)
Plan.

(2) Does not reflect the value of perquisites and other personal benefits
because the aggregate amount of such compensation for any year did not
exceed 10% of the executive's annual salary and bonus for that year.

(3) The amounts shown reflect awards of restricted stock under the Company's
2001 Recognition Plan. The amounts shown represent the aggregate market
value of the shares awarded on the date of the awards. The awards vest and
the shares are paid out over five years, each commencing one year from the
respective award date. The total number and dollar value of unvested shares
of restricted stock awarded to Messrs. Bowers, Hammond and Harrison as of
December 31, 2002, based on the market value of the common stock on
December 31, 2001 ($10.75 per share), was 22,000, 12,293 and 14,000 shares,
respectively, and $236,500, $132,150 and $150,500, respectively. Dividends
are payable on such shares at the same rate as dividends are paid on other
shares of Common Stock.

(4) The amounts shown reflect: (i) the aggregate market value, on the date of
allocation, of shares of Common Stock allocated during the year to Mr.
Bowers' account under the ESOP ($19,157 at December 31, 2001, $5,790 at
December 31, 2000, $4,376 at December 31, 1999; and (ii) the compensatory
value ($2,382 in 2001, $2,995 in 2000, $3,230 in 1999) of life insurance
premiums paid by Finger Lakes Bancorp on Mr. Bowers' behalf. The amounts
shown for Messrs. Hammond and Harrison reflect the aggregate market value
on the date of allocation of shares of Common Stock allocated during the
referenced year to Mr. Hammond's account under the ESOP.

EMPLOYMENT AGREEMENTS

Finger Lakes Bancorp has entered into employment agreements with G.
Thomas Bowers, President and Chief Executive Officer and Terry L. Hammond,
Executive Vice President and Chief Financial Officer. The agreements each have a
term of 36 months. On each anniversary date, the agreements may be extended for
an additional twelve months, so that the remaining term is 36 months. If an
agreement is not renewed, the agreement will expire 36 months following the
anniversary date. Under the agreements, the base salary for G. Thomas Bowers is
$212,000 and for Terry L. Hammond, $110,000. The base salary may be increased
but not decreased. In addition to the base salary, the agreements provide for,
among other things, participation in retirement plans and other employee and
fringe benefits. The agreements permit termination for cause at any time. In the
event of termination for reasons other than for cause, or

in the event the executive resigns because he has not been re-elected to his
current offices, there has been a material change in his functions, duties or
responsibilities, a relocation of his principal place of employment by more than
30 miles, a liquidation or dissolution of Savings Bank of the Finger Lakes, a
breach of the agreement by Finger Lakes Bancorp, or following a change in
control of Savings Bank of the Finger Lakes or Finger Lakes Bancorp, the
executive would be entitled to cash and/or benefits up to three times his
average annual compensation during the preceding three-year period. The
executive would also receive continued life, health, dental and disability
coverage for 36 months from the date of termination. With respect to Mr. Bowers,
the Company has agreed to reimburse him for any excise taxes that may be imposed
under the federal tax code in connection with payments made following a change
in control.

RETIREMENT PLAN

Savings Bank of the Finger Lakes maintains the Retirement Plan of
Savings Bank of the Finger Lakes, FSB in RSI Retirement Trust which is a
qualified, tax-exempt defined benefit plan. Employees age 21 or older who have
worked at Savings Bank of the Finger Lakes for a period of one year and have
been credited with 1,000 or more hours of employment with Savings Bank of the
Finger Lakes during the year are eligible to accrue benefits under the defined
benefit plan. Savings Bank of the Finger Lakes annually contributes an amount to
the retirement plan necessary to satisfy the actuarially determined minimum
funding requirements in accordance with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").

At the normal retirement age of 65 (or the fifth anniversary of plan
participation, if later), the plan is designed to provide a straight life
annuity. The retirement benefit provided is an amount equal to 2% of the
participant's average annual earnings, multiplied by the years of a
participant's credited service, up to a maximum of 30 years, reduced by the
participant's primary Social Security benefit offset (i.e., 1.667 x primary
Social Security benefit x credited service up to 30 years). Retirement benefits
are also payable upon retirement due to early and late retirement, disability or
death. A reduced benefit is payable upon early retirement after completion of
five years of service and (i) attainment of age 60 or (ii) once the sum of the
participant's age and years of vested service totals 75 or more. Upon
termination of employment other than as specified above, a participant who was
employed by Savings Bank of the Finger Lakes for a minimum of five years is
eligible to receive his or her accrued benefit commencing generally on such
participant's normal retirement date or, if elected, on or after his early
retirement date. Benefits are payable in various annuity forms as well as in the
form of a single lump sum payment. At December 31, 2001, the market value of the
retirement plan trust fund equaled approximately $3.0 million. For the plan year
ended December 31, 2001, no contribution to the retirement plan was necessary.

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

Years of Service and Benefits Payable at Retirement
---------------------------------------------------

Final Average
Compensation 15 20 25 30 35
- ------------ -- -- -- -- --

$25,000 $4,961 $6,615 $8,269 $9,923 $9,923

$50,000 11,057 14,743 18,429 22,114 22,114

$75,000 18,122 24,163 30,204 36,244 36,244

$100,000 25,616 34,155 42,694 51,232 51,232

$150,000 40,616 54,155 67,694 81,232 81,232

$170,000 46,616 62,155 77,694 93,232 93,232

As of December 31, 2001, G. Thomas Bowers, Terry L. Hammond and Richard
J. Harrison had 6.5 years, 11.75 years and 1 year, respectively, of credited
service under the plan.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Mr. Bowers is the
beneficiary of a non-qualified, unfunded Supplemental Retirement Agreement with
Finger Lakes Financial dated February 28, 1995, and amended June 22, 1998 (the
"Retirement Agreement"), which provides that, upon his reaching age 62, Finger
Lakes Financial will pay Mr. Bowers or his surviving spouse $30,000 per year for
20 years (or, upon their earlier deaths, a lump sum payment to their estates),
subject to a downward adjustment equal to 6% of the total cash value in all
policies subject to any split-dollar agreement in effect as of Mr. Bowers' 62nd
birthday. Such payments will be provided in part by premiums paid under an
insurance policy on Mr. Bowers' life maintained for Finger Lakes Financial's
benefit. Finger Lakes Financial has approved an increase in the supplemental
retirement benefit to be provided to Mr. Bowers following his retirement on or
after age 65. The increased benefit is intended to provide Mr. Bowers with
annual income in the form of a life annuity equal to 70% of his highest average
annual base salary and bonus (over the consecutive 36-month period within the
last 120 consecutive calendar months of employment) reduced by the sum of the
benefits provided under the existing Retirement Agreement (increased by the
social security offset amount), the annuitized value of his tax-qualified
pension benefits payable from each of Savings Bank of the Finger Lakes and a
prior employer and the annuitized value of his social security benefits
attributable to employer contributions. For the plan year ended December 31,
2001, Savings Bank of the Finger Lakes accrued an expense of $86,689 towards Mr.
Bowers' supplemental retirement income benefits.

STOCK OPTIONS. Executive officers are eligible to receive grants of
stock options under the Company's stock option plans. Shown below is information
with respect to options granted during 2001 to the Named Executive Officers. No
options were exercised by the Named Executive Officers during 2001.

OPTIONS GRANTED IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
-------------------------------------------------------------------- AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
OPTION TERM
PERCENT OF TOTAL OPTIONS -----------------------------
OPTIONS GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION 5% 10%
NAME GRANTED 2001 PRICE DATE

G. Thomas Bowers 48,000 22.5% $9.30 5/15/11 $280,739 $711,447
Terry L. Hammond 23,000 10.8% $9.30 5/15/11 134,521 340,902
Richard J. Harrison 26,000 12.2% $9.30 5/15/11 152,067 385,367

Set forth below is certain information regarding the total outstanding
options to purchase Common Stock held by the Named Executive Officers at
December 31, 2001.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
VALUE OF ALL
UNEXERCISED IN-THE
NUMBER OF UNEXERCISED MONEY OPTIONS AT YEAR
OPTIONS AT YEAR-END END(1)
---------------------- ----------------------
SHARES ACQUIRED UPON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE($)

G. Thomas Bowers -- -- 28,447/48,000 $69,695/$69,600
Terry L. Hammond -- -- 16,586/23,000 45,148/33,350
Richard J. Harrison -- -- 2,290/26,000 8,725/37,700

- ----------
(1) Expressed as the excess of the per share market value of the Common Stock
at December 31, 2001 ($10.75) over the per share exercise price of the
options.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

Federal banking laws require that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the greater of
$25,000 or 5% of Savings Bank of the Finger Lakes' capital and surplus (up to a
maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board.

PROPOSAL II--APPROVAL OF THE AMENDED AND RESTATED
2001 STOCK OPTION PLAN

GENERAL

The Finger Lakes Bancorp 2001 Stock Option Plan (the "Stock Option
Plan") was adopted by the Board of Directors of the Company and approved by the
stockholders on May 15, 2001.

In order to assure that the Stock Option Plan fully achieves its
purposes of encouraging the recruitment and retention of those individuals on
whom the continued success of the Company most depends, the Board has amended
and restated the Stock Option Plan (the "Amended Stock Option Plan") to provide
for the acceleration of the vesting of options in the event of a change of
control of the Company or the retirement of an individual, or in other
circumstances as determined by the Board or the option committee (the
"Committee"). Under the regulations of the Office of Thrift Supervision ("OTS")
that applied because the Stock Option Plan was approved by stockholders within
one year of the completion of the Company's second step conversion and public
offering in November, 2000, without this amendment option awards cannot
accelerate in the event of a change of control of the Company or the retirement
of an individual.

The maximum number of shares of Common Stock reserved for issuance
under the Stock Option Plan is 230,732 (subject to adjustment). As of March 8,
2002, options to purchase 213,750 shares of Common Stock have been granted.

The Amended Stock Option Plan does not increase the number of shares
reserved for issuance under the Stock Option Plan, change the number of shares
subject to existing awards, decrease the price per share at which options may be
granted under the Stock Option Plan or alter the classes of individuals eligible
to participate in the Amended Stock Option Plan. In the event the Amended Stock
Option Plan is not approved by stockholders at the Meeting, the Amended Stock
Option Plan will not be in effect, but the Stock Option Plan as adopted by
stockholders in 2001 will remain in effect. Certain provisions of the Amended
Stock Option Plan are described below. The full text of the Amended Stock Option
Plan is set forth as Appendix A to this Proxy Statement, to which reference is
made, and a summary of the Amended Stock Option Plan provided below is qualified
in its entirety by such reference.

PRINCIPAL FEATURES OF THE STOCK OPTION PLAN

The Amended Stock Option Plan provides for awards in the form of stock
options, reload options, and limited stock appreciation rights ("Limited
Rights"). Each award shall be on such terms and conditions, consistent with the
Amended Stock Option Plan, as the committee administering the Amended Stock
Option Plan may determine.

The term of stock options generally will not exceed ten years from the
date of grant. Stock options granted under the Amended Stock Option Plan may be
either "Incentive Stock

Options" as defined under Section 422 of the Code or stock options not intended
to qualify as such ("non-qualified stock options").

Shares issued upon the exercise of a stock option may be either
authorized but unissued shares, reacquired shares held by the Company in its
treasury, or shares purchased by the Amended Stock Option Plan. Any shares
subject to an award that expires or is terminated unexercised will again be
available for issuance under the Amended Stock Option Plan. Generally, in the
discretion of the Board, all or any non-qualified stock options granted under
the Amended Stock Option Plan may be transferable by the participant but only to
the persons or classes of persons determined by the Board. No other award or any
right or interest therein is assignable or transferable except under certain
limited exceptions set forth in the Stock Option Plan.

The members of the Committee administering the Amended Stock Option
Plan shall be appointed by the Board of the Company. Pursuant to the terms of
the Amended Stock Option Plan, outside directors and key employees of the Bank
or the Company or its affiliates are eligible to participate. The Committee
determines the terms of the option grants, including to whom the awards will be
granted, in what amounts, and the period and conditions of vesting. The Board or
the Committee may accelerate or extend the time period for exercising options.

In granting awards under the Amended Stock Option Plan, the Committee
considers, among other things, position and years of service, and the value of
the individual's services to the Company and the Bank. The exercise price is at
least 100% of the fair market value of the underlying Common Stock at the time
of the grant. The exercise price may be paid in cash, Common Stock, or via a
"cashless exercise" (as defined in the Stock Option Plan).

Stock Options. Incentive Stock Options can only be granted to key
employees of the Bank, the Company or an "affiliate" (i.e., a parent or
subsidiary corporation of the Bank or the Company). Outside directors will be
granted non-qualified stock options. No option granted to an officer in
connection with the Amended Stock Option Plan will be exercisable as an
Incentive Stock Option subject to incentive tax treatment if exercised more than
three months after the date on which the optionee terminates employment with the
Bank and/or the Company, except as set forth below. In the event a participant
ceases to maintain continuous service with the Company or an affiliate by reason
of death or disability, normal retirement or following a change in control,
options still subject to restrictions will vest and be free of these
restrictions and can be exercised for up to one year after cessation of service
but in no event beyond the expiration of the options' original term. In the
event a participant ceases to maintain continuous service for any other reason,
the participant will forfeit all nonvested options. The participant's vested
options will remain exercisable for up to three months in the case of Incentive
Stock Options, and one year in the case of non-qualified stock options. If an
optionee terminates employment with the Bank, the Company or an affiliate, any
Incentive Stock Options exercised more than three months following the date the
optionee terminates employment shall be treated as a non-qualified stock option
as described above; provided, however, that in the event of death or disability,
Incentive Stock Options may be exercised and receive incentive tax treatment for
up to one year following termination of employment, subject to the requirements
of the Code.

In the event of the death or disability of an optionee, the Company, if
requested by the optionee or beneficiary, may elect, in exchange for the option,
to pay the optionee or beneficiary the amount by which the fair market value of
the Common Stock exceeds the exercise price of the option on the date of the
optionee's termination of service for death or disability.

Limited Stock Appreciation Rights. The Committee may grant Limited
Rights to employees simultaneously with the grant of any option. A Limited Right
gives the option holder the right, upon a change in control of the Company or
the Bank, to receive the excess of the market value of the shares represented by
the Limited Rights on the date exercised over the exercise price. Limited Rights
generally will be subject to the same terms and conditions and exercisable to
the same extent as stock options, as described above. Payment upon exercise of a
Limited Right will be in cash.

Limited Rights may be granted at the time of, and must be related to,
the grant of a stock option. The exercise of one will reduce to that extent the
number of shares represented by the other. If a Limited Right is granted with
and related to an Incentive Stock Option, the Limited Right must satisfy all the
restrictions and limitations to which the related Incentive Stock Option is
subject.

Reload Options. Reload options may also be granted at the time of the
grant of a stock option. Reload options entitle the option holder, who has
delivered shares that he or she owns as payment of the exercise price for option
stock, to a new option to acquire additional shares equal in amount to the
shares he or she has traded in. Reload options may also be granted to replace
option shares retained by the employer for payment of the option holder's
withholding tax. The option price at which additional shares of stock can be
purchased by the option holder through the exercise of a reload option is equal
to the market value of the previously owned stock at the time it was surrendered
to the employer. The option period during which the reload option may be
exercised expires at the same time as that of the original option that the
holder has exercised.

Effect of Adjustments. Shares as to which awards may be granted under
the Amended Stock Option Plan, and shares then subject to awards, will be
adjusted by the Committee in the event of any merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination or
exchange of shares or other change in the corporate structure of the Company
without receipt of payment or consideration by the Company.

Amendment and Termination. The Board may at any time amend, suspend or
terminate the Amended Stock Option Plan or any portion thereof, provided,
however, that no such amendment, suspension or termination shall impair the
rights of any individual, without his consent, in any award made pursuant to the
plan. Unless previously terminated, the Amended Stock Option Plan shall continue
in effect for a term of ten years, after which no further awards may be granted
under the Amended Stock Option Plan.

Federal Income Tax Consequences. The exercise of a stock option which
is an "Incentive Stock Option" within the meaning of Section 422 of the Code
will generally not, by itself, result in the recognition of taxable income to
the individual nor entitle the Company to a deduction at the time of such
exercise. However, the difference between the exercise price and

the fair market value of the option shares on the date of exercise is an item of
tax preference, which may, in certain situations, trigger the alternative
minimum tax. The alternative minimum tax is incurred only when it exceeds the
regular income tax. The sale of an Incentive Stock Option share prior to the
longer of two years from the date of grant or one year from the date of
exercise, will cause any gain to be taxed at ordinary income tax rates. The gain
is considered the spread between the exercise price and the fair market value of
the shares on the date of exercise. Shares sold after the waiting period are
taxed at applicable capital gains rates.

The exercise of a non-qualified stock option, will result in the
recognition of ordinary income on the date of exercise in an amount equal to the
difference between the exercise price and the fair market value of the shares on
the date of exercise.

Reload options are of the same type (non-qualified or incentive) as the
option that the option holder exercised. Therefore, the tax consequences of the
reload option are determined under the applicable tax rules for Incentive Stock
Options or non-qualified stock options.

The exercise of a Limited Right will result in the recognition of ordinary
income by the individual on the date of exercise.

The Company will be allowed a deduction at the time, and in the amount of,
any ordinary income recognized by the individual under the various circumstances
described above, provided that the Company meets its federal withholding tax
obligations.

The affirmative vote of a majority of the votes present and cast at the
Meeting in person or by proxy is required for approval of the Amended Stock
Option Plan. Unless marked to the contrary, the shares represented by the
enclosed proxy will be voted for the ratification and approval of the amended
stock option plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDED
AND RESTATED STOCK OPTION PLAN.

PROPOSAL III--APPROVAL OF THE AMENDED AND RESTATED
2001 RECOGNITION AND RETENTION PLAN

GENERAL

The 2001 Recognition and Retention Plan (the "Recognition Plan") was
adopted by the Board of Directors of the Company, and approved by stockholders
on May 15, 2001.

In order to assure that the Recognition Plan achieves its purposes of
encouraging the recruitment and retention of those individuals on whom the
continued success of the Company most depends, the Board has amended and
restated the Recognition Plan (the "Amended Recognition Plan") to provide for
the acceleration of the vesting of awards in the event of a change of control of
the Company or the retirement of an individual, or in other circumstances as
determined by the Board or the option committee (the "Committee"). Under the
regulations of the Office of Thrift Supervision ("OTS") that applied because the
Recognition Plan was approved by stockholders within one year of the completion
of the Company's second step conversion and public offering in November, 2000,
without this amendment awards cannot accelerate in the event of a change of
control of the Company or the retirement of an individual.

The maximum number of shares of Common Stock that may be awarded under
the Recognition Plan is 92,293 (subject to adjustment). As of March 8, 2002,
awards as to 92,293 shares of Common Stock have been granted under the
Recognition Plan.

The Amended Recognition Plan does not increase the number of shares
available for distribution under the Recognition Plan, change the Recognition
Plan's eligibility requirements, or alter the types of restricted stock or other
existing awards that may be made to participants in the Recognition Plan. In the
event the Amended Recognition Plan is not approved by stockholders at the
Meeting, the Amended Recognition Plan will not be in effect, but the Recognition
Plan as adopted by stockholders in 2001 will remain in effect. Certain
provisions of the Amended Recognition Plan are described below. The full text of
the Amended Recognition Plan is set forth as Appendix B to this Proxy Statement,
to which reference is made, and the summary of the Amended Recognition Plan
provided below is qualified in its entirety by such reference.

PRINCIPAL FEATURES OF THE AMENDED RECOGNITION PLAN

The Amended Recognition Plan provides for the award of shares of Common
Stock subject to the restrictions described below. Each award under the Amended
Recognition Plan will be made on terms and conditions consistent with the
Amended Recognition Plan.

The Committee administering the Amended Recognition Plan selects the
recipients and terms of awards pursuant to the Amended Recognition Plan.
Pursuant to the terms of the Amended Recognition Plan, any director or key
employee of the Bank, the Company or its affiliates may be selected by the
Committee to participate in the Amended Recognition Plan. In determining to whom
and in what amount to grant awards, the Committee considers the position

and responsibilities of eligible persons, the value of their services to the
Company and the Bank and other factors it deems relevant.

In the event a participant ceases to maintain continuous service with
the Company or an affiliate by reason of death or disability, normal retirement
or following a change in control, awards subject to restrictions will vest and
be free of these restrictions. In the event a participant ceases to maintain
continuous service for any other reason, the participant will forfeit all
nonvested awards. The Committee may in its discretion determine to accelerate
the vesting of outstanding awards.

Effect of Adjustments. Restricted stock awarded under the Amended
Recognition Plan will be adjusted by the Committee in the event of a
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or other change in corporate
structure.

Federal Income Tax Consequences. Holders of restricted stock will
recognize ordinary income on the date that the shares of restricted stock are no
longer subject to a substantial risk of forfeiture, in an amount equal to the
fair market value of the shares on that date. In certain circumstances, a holder
may elect to recognize ordinary income and determine such fair market value on
the date of the grant of the restricted stock. Holders of restricted stock will
also recognize compensation income (or in the case of nonemployee directors,
self employment income) equal to their dividend payments when such payments are
received. Generally, the amount of income recognized by individuals will be a
deductible expense for tax purposes by the Company.

Amendment to the Amended Recognition Plan. The Board of Directors of
the Company may at any time amend, suspend or terminate the Amended Recognition
Plan or any portion thereof, provided, however, that no such amendment,
suspension or termination shall impair the rights of any award recipient,
without his consent, in any award therefore made pursuant to the Amended
Recognition Plan.

The affirmative vote of a majority of the votes present and cast at the
Meeting in person or by proxy is required to approve the Amended Recognition
Plan. Unless marked to the contrary, the shares represented by the enclosed
proxy will be voted for the ratification and approval of the amended stock
option plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDED
AND RESTATED RECOGNITION PLAN.

PROPOSAL IV--RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors of Finger Lakes Bancorp has approved the
engagement of KMPG LLP to be Finger Lakes Bancorp's auditors for the 2002 fiscal
year, subject to the ratification of the engagement by the stockholders. At the
Meeting, stockholders will consider and vote on the ratification of the
engagement of KPMG LLP for the Company's fiscal year ending December

31, 2002. A representative of KPMG LLP is expected to attend the Meeting to
respond to appropriate questions and to make a statement if he so desires.

Set forth below is certain information concerning aggregate fees billed
for or estimated to be billed for professional services rendered by KPMG LLP
during 2001:

Audit Fees (audit of the annual financial statements and review $65,000
of the interim financial statements)
Financial Information Systems Design and Implementation Fees __
All Other Fees:
Audit related fees (1) 4,250
Other non-audit services(2) 19,355
------
$88,605
=======

- ----------

(1) Audit related fees consisted of the review of the Form S-8 registration
statement and issuance of consents.

(2) Other non-audit services consisted of tax compliance services.

The Audit/CRA Committee has considered whether the services provided
under financial information systems design and implementation and other nonaudit
services are compatible with maintaining the auditor's independence.

In order to ratify the selection of KPMG 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 KPMG LLP AS
AUDITORS FOR THE 2002 FISCAL YEAR.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at Finger Lakes Bancorp's executive
office, 470 Exchange Street, Geneva, New York 14456, no later than November 15,
2002. Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.

ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING

The Company's Bylaws 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 not less than ninety (90) days before the date
fixed for such meeting; provided, however, that in the event that less than one
hundred (100) days notice or prior public disclosure of the date of the meeting
is given or made,

notice by the stockholder to be timely must be received no later than the close
of business on the tenth day following the day on which such notice of the date
of the annual meeting was mailed or such public disclosure was made. 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
the paragraph shall be deemed to require Finger Lakes Bancorp to include in its
proxy statement and proxy relating to an annual meeting any stockholder proposal
that does not meet all of the requirements for inclusion established by the SEC
in effect at the time such proposal is received.

The date on which the next Annual Meeting of Stockholders is expected
to be held is April 22, 2003. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2003 Annual
Meeting of Stockholders must be given to Finger Lakes Bancorp no later than
January 23, 2003.

MISCELLANEOUS

The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in the proxy statement. However,
if any matters should properly come before the 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 Meeting, as to which
they shall act in accordance with their best judgment.

The cost of solicitation of proxies will be borne by Finger Lakes
Bancorp. Finger Lakes Bancorp 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. Finger Lakes
Bancorp may retain a proxy solicitation firm to assist in the solicitation of
proxies. In the event that a proxy solicitation firm is retained it is not
expected that the cost of using a proxy solicitation firm will exceed $5,000. In
addition to solicitations by mail, directors, officers and regular employees of
the Company and the Bank may solicit proxies personally or by telegraph or
telephone without additional compensation.

A copy of the Finger Lakes Bancorp's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 will be furnished without charge to
stockholders as of the record date upon written request to the Secretary, Finger
Lakes Bancorp, 470 Exchange Street, Geneva, New York 14456.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Terry L. Hammond
Terry L. Hammond
Secretary

Geneva, New York
March 15, 2002

EXHIBIT A

FINGER LAKES BANCORP, INC.
AMENDED AND RESTATED

2001 STOCK OPTION PLAN

1. PURPOSE

The purpose of the Finger Lakes Bancorp, Inc. 2001 Stock Option Plan
(the "Plan") is to advance the interests of Finger Lakes Bancorp, Inc. (the
"Company") and its stockholders by providing Key Employees and Outside Directors
of the Company and its Affiliates, including the Savings Bank of the Finger
Lakes (the "Bank"), upon whose judgment, initiative and efforts the successful
conduct of the business of the Company and its Affiliates largely depends, with
an additional incentive to perform in a superior manner as well as to attract
people of experience and ability.

2. DEFINITIONS

"AFFILIATE" means any "parent corporation" or "subsidiary corporation"
of the Company or the Bank, as such terms are defined in Section 424(e) or
424(f), respectively, of the Code, or a successor to a parent corporation or
subsidiary corporation.

"AWARD" means an Award of Non-Statutory Stock Options, Incentive Stock
Options, Limited Rights, and/or Reload Options granted under the provisions of
the Plan.

"BANK" means the Savings Bank of the Finger Lakes, or a successor
corporation.

"BENEFICIARY" means the person or persons designated by a Participant
to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving spouse, if
any, or if none, his estate.

"BOARD" or "BOARD OF DIRECTORS" means the board of directors of the
Company, unless otherwise noted herein.

"CAUSE" means personal dishonesty, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, or the willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or a final cease-and-desist order, any
of which results in a material loss to the Company or an Affiliate.

A-1

trust; or (b) individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Company's stockholders was approved by the same Nominating Committee serving
under an Incumbent Board, shall be, for purposes of this clause (b), considered
as though he were a member of the Incumbent Board; or (c) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Company or similar transaction in which the Bank or
Company is not the surviving institution occurs; or (d) a proxy statement
soliciting proxies from stockholders of the Company, by someone other than the
current management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or similar transaction
with one or more corporations as a result of which the outstanding shares of the
class of securities then subject to the Plan are to be exchanged for or
converted into cash or property or securities not issued by the Company; or (e)
a tender offer is made for 25% or more of the voting securities of the Company
and the shareholders owning beneficially or of record 25% or more of the
outstanding securities of the Company have tendered or offered to sell their
shares pursuant to such tender offer and such tendered shares have been accepted
by the tender offeror.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the Stock Benefits Committee consisting of either (i)
at least two Non-Employee Directors of the Company, or (ii) the entire Board of
the Company.

"COMMON STOCK" means shares of the common stock of the Company, par
value $.01 per share.

"COMPANY" means Finger Lakes Bancorp, Inc., the stock holding company
of the Bank, or a successor corporation.

"CONTINUOUS SERVICE" means employment as a Key Employee and/or service
as an Outside Director without any interruption or termination of such
employment and/or service. Continuous Service shall also mean a continuation as
a member of the Board of Directors following a cessation of employment as a Key
Employee. In the case of a Key Employee, employment shall not be considered
interrupted in the case of sick leave, military leave or any other approved
leave of absence or in the case of transfers between payroll locations of the
Company, its subsidiaries or its successor.

"DATE OF GRANT" means the actual date on which an Award is granted by
the Committee.

"DIRECTOR" means a member of the Board.

"DISABILITY" means the permanent and total inability by reason of
mental or physical infirmity, or both, of an employee to perform the work
customarily assigned to him, or of a Director or Outside Director to serve as
such. Additionally, in the case of an employee, a medical doctor selected or
approved by the Board must advise the Committee that it is either not possible
to determine when such Disability will terminate or that it appears probable
that such Disability will be permanent during the remainder of said employee's
lifetime.

"EFFECTIVE DATE" means the date of, or a date determined by the Board
of Directors following, approval of the Plan by the Company's stockholders.

"FAIR MARKET VALUE" means, when used in connection with the Common
Stock on a certain date, the reported closing price of the Common Stock as
reported by the Nasdaq stock market (as published in The Wall Street Journal, if
published) on the day prior to such date, or if the Common Stock was not traded
on the day

A-2

prior to such date, on the next preceding day on which the Common Stock was
traded; provided, however, that if the Common Stock is not reported on the
Nasdaq stock market, Fair Market Value shall mean the average sale price of all
shares of Common Stock sold during the 30-day period immediately preceding the
date on which such stock option was granted, and if no shares of stock have been
sold within such 30-day period, the average sale price of the last three sales
of Common Stock sold during the 90-day period immediately preceding the date on
which such stock option was granted. In the event Fair Market Value cannot be
determined in the manner described above, then Fair Market Value shall be
determined by the Committee. The Committee is authorized, but is not required,
to obtain an independent appraisal to determine the Fair Market Value of the
Common Stock.

"INCENTIVE STOCK OPTION" means an Option granted by the Committee to a
Key Employee, which Option is designated as an Incentive Stock Option pursuant
to Section 9.

"KEY EMPLOYEE" means any person who is currently employed by the
Company or an Affiliate who is chosen by the Committee to participate in the
Plan.

"LIMITED RIGHT" means the right to receive an amount of cash based upon
the terms set forth in Section 10.

"NON-STATUTORY STOCK OPTION" means an Option granted by the Committee
to (i) an Outside Director or (ii) any other Participant and such Option is
either (A) not designated by the Committee as an Incentive Stock Option, or (B)
fails to satisfy the requirements of an Incentive Stock Option as set forth in
Section 422 of the Code and the regulations thereunder.

"NON-EMPLOYEE DIRECTOR" means, for purposes of the Plan, a Director who
(a) is not employed by the Company or an Affiliate; (b) does not receive
compensation directly or indirectly as a consultant (or in any other capacity
than as a Director) greater than $60,000; (c) does not have an interest in a
transaction requiring disclosure under Item 404(a) of Regulation S-K; or (d) is
not engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K.

"NORMAL RETIREMENT" means a termination of employment which
constitutes a "retirement" under any applicable qualified pension benefit plan
maintained by the Company or an Affiliate, or, if no such plan is applicable,
which would constitute "retirement" under any qualified pension benefit plan
maintained by the Company or an Affiliate, if such individual were a participant
in such plan.

"OPTION" means an Award granted under Section 8 or Section 9.

"OTS" means the Office of Thrift Supervision.

"OUTSIDE DIRECTOR" means a Director of the Company or an Affiliate who
is not an employee of the Company or an Affiliate.

"PARTICIPANT" means a Key Employee or Outside Director of the Company
or its Affiliates who receives or has received an award under the Plan.

"RELOAD OPTION" mean an option to acquire shares of Common Stock
equivalent to the number of shares (i) used by a Participant to pay for an
Option, or (ii) deducted from any distribution in order to satisfy income tax
required to be withheld, based upon the terms set forth in Section 19 of the
Plan.

"RIGHT" means a Limited Right.

A-3

"TERMINATION FOR CAUSE" means the termination of employment or
termination of service on the Board caused by the individual's personal
dishonesty, willful misconduct, any breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or the willful violation
of any law, rule or regulation (other than traffic violations or similar
offenses), or a final cease-and-desist order, any of which results in material
loss to the Company or one of its Affiliates.

3. PLAN ADMINISTRATION RESTRICTIONS

The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan and OTS regulations and
policy, to establish such rules and regulations as it deems necessary for the
proper administration of the Plan and to make whatever determinations and
interpretations in connection with the Plan it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all Participants in the Plan and on their legal representatives
and beneficiaries.

All transactions involving a grant, award or other acquisition from the
Company shall:

(a) be approved by the Company's full Board or by the Committee; or

(b) be approved, or ratified, in compliance with Section 14 of the
Exchange Act, by either: the affirmative vote of the holders of a majority of
the securities present, or represented and entitled to vote at a meeting duly
held in accordance with the laws of the state in which the Company is
incorporated; or the written consent of the holders of a majority of the
securities of the issuer entitled to vote provided that such ratification occurs
no later than the date of the next annual meeting of shareholders; or

(c) result in the acquisition of an Option or Limited Right that is
held by the Participant for a period of six months following the date of such
acquisition.

4. TYPES OF AWARDS

Awards under the Plan may be granted in any one or a combination of:
(a) Incentive Stock Options; (b) Non-Statutory Stock Options; (c) Limited
Rights; and (d) Reload Options.

5. STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 17, the maximum number of
shares reserved for issuance under the Plan is 230,732 shares. To the extent
that Options or Rights granted under the Plan are exercised, the shares covered
will be unavailable for future grants under the Plan; to the extent that Options
together with any related Rights granted under the Plan terminate, expire or are
forfeited without having been exercised or, in the case of Limited Rights
exercised for cash, new Awards may be made with respect to these shares.

6. ELIGIBILITY

Key Employees of the Company and its Affiliates shall be eligible to
receive Incentive Stock Options, Non-Statutory Stock Options, Limited Rights,
and/or Reload Options under the Plan. Outside Directors shall be eligible to
receive Non-Statutory Stock Options, and/or Reload Options under the Plan.

A-4

7. GENERAL TERMS AND CONDITIONS OF OPTIONS AND RIGHTS

(a) The Committee shall have full and complete authority and
discretion, except as expressly limited by the Plan, to grant Options and/or
Rights and to provide the terms and conditions (which need not be identical
among Participants) thereof. In particular, the Committee shall prescribe the
following terms and conditions: (i) the Exercise Price of any Option or Right,
which shall not be less than the Fair Market Value per share on the Date of
Grant, (ii) the number of shares of Common Stock subject to, and the expiration
date of, any Option or Right, which expiration date shall not exceed ten years
from the Date of Grant, (iii) the manner, time and rate (cumulative or
otherwise) of exercise of such Option or Right, and (iv) the restrictions, if
any, to be placed upon such Option or Right or upon shares of Common Stock which
may be issued upon exercise of such Option or Right.

8. NON-STATUTORY STOCK OPTIONS

The Committee may, from time to time, grant Non-Statutory Stock Options
to eligible Key Employees and Outside Directors. Non-Statutory Stock Options
granted under the Plan, including Non-Statutory Stock Options granted in
exchange for and upon surrender of previously granted Awards, are subject to the
terms and conditions set forth in this Section. Subject to adjustment as
provided in Section 17 of the Plan (and except for shares awarded pursuant to
the exercise of a Reload Option), the maximum number of shares subject to a
Non-Statutory Option that may be awarded under the Plan to any Key Employee
shall be 115,366, subject to OTS regulation and policy, as set forth in Section
7 above, to the extent applicable.

(a) OPTION AGREEMENT. Each Option shall be evidenced by a written
option agreement between the Company and the Participant specifying the number
of shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions that are not inconsistent with the
terms of the Plan.

(b) PRICE. The purchase price per share of Common Stock deliverable
upon the exercise of each Non-Statutory Stock Option shall be the Fair Market
Value of the Common Stock of the Company on the Date of Grant. Shares may be
purchased only upon full payment of the purchase price in one or more of the
manners set forth in Section 13 hereof, as determined b the Committee.

(c) VESTING. A Non-Statutory Stock Option granted under the Plan shall
vest in a Participant at the rate or rates determined by the Committee. No
Options shall become vested in a Participant unless the Participant maintains
Continuous Service until the vesting date of such Option, except as set forth
herein.

(d) EXERCISE OF OPTIONS. A vested Option may be exercised from time to
time, in whole or in part, by delivering a written notice of exercise to the
President or Chief Executive Officer of the Company, or his designee. Such
notice shall be irrevocable and must be accompanied by full payment of the
purchase price in cash or shares of Common Stock at the Fair Market Value of
such shares, determined on the exercise date in the manner described in Section
2 hereof. If previously acquired shares of Common Stock are tendered in payment
of all or part of the exercise price, the value of such shares shall be
determined as of the date of such exercise.

(e) AMOUNT OF AWARDS. Non-Statutory Stock Options may be granted to any
Key Employee or Outside Director in such amounts as determined by the Committee.
In granting Non-Statutory Stock Options, the Committee shall consider such
factors as it deems relevant, which factors may include, among others, the
position and responsibility of the Key Employee or Outside Director, the length
and value of his service to the Bank, the Company or the Affiliate, the
compensation paid to the Key Employee or Outside Director, and the Committee's
evaluation of the performance of the Bank, the Company or the Affiliate,
according to

A-5

measurements that may include, among others, key financial ratios, level of
classified assets and independent audit findings.

(f) TERM OF OPTIONS. Unless the Committee determines otherwise, the
term during which Non-Statutory Stock Options granted to Outside Directors may
be exercised shall not exceed ten years from the Date of Grant. In no event
shall a Non-Statutory Stock Option be exercisable in whole or in part more than
ten years from the Date of Grant. The Committee may, in its sole discretion,
accelerate the time during which any Non-Statutory Stock Option vests in whole
or in part to the Key Employees and/or Outside Directors.

(g) TERMINATION OF EMPLOYMENT OR SERVICE. Upon the termination of a Key
Employee's employment, or upon termination of an Outside Director's service, for
any reason other than death, Disability, Termination for Cause, termination upon
Normal Retirement, or termination following a Change in Control (other than for
Cause following a Change in Control), the Participant's Non-Statutory Stock
Options shall be exercisable only as to those shares that were immediately
purchasable on the date of termination and only for one year following
termination. In the event of Termination for Cause, all rights under a
Participant's Non-Statutory Stock Options shall expire upon termination. In the
event of the Participant's termination of employment or service due to death or
Disability, or following a Change in Control or due to Normal Retirement, all
Non-Statutory Stock Options held by the Participant, whether or not vested at
such time, shall vest and become exercisable by the Participant or his legal
representative or beneficiaries for one years following the date of such
termination, death or cessation of employment or service, provided that in no
event shall the period extend beyond the expiration of the Non-Statutory Stock
Option term.

(h) TRANSFERABILITY. In the discretion of the Board, all or any
Non-Statutory Stock Option granted hereunder may be transferable by the
Participant once the Option has vested in the Participant, provided, however,
that the Board may limit the transferability of such Option or Options to a
designated class or classes of persons.

9. INCENTIVE STOCK OPTIONS

The Committee may, from time to time, grant Incentive Stock Options to
Key Employees. Incentive Stock Options granted pursuant to the Plan shall be
subject to the following terms and conditions:

(a) OPTION AGREEMENT. Each Option shall be evidenced by a written
option agreement between the Company and the Key Employee specifying the number
of shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions that are not inconsistent with the
terms of the Plan.

(b) PRICE. Subject to Section 17 of the Plan and Section 422 of the
Code, the purchase price per share of Common Stock deliverable upon the exercise
of each Incentive Stock Option shall be not less than 100% of the Fair Market
Value of the Company's Common Stock on the date the Incentive Stock Option is
granted. However, if a Key Employee owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its
Affiliates (or under Section 424(d) of the Code is deemed to own stock
representing more than 10% of the total combined voting power of all classes of
stock of the Company or its Affiliates by reason of the ownership of such
classes of stock, directly or indirectly, by or for any brother, sister, spouse,
ancestor or lineal descendent of such Key Employee, or by or for any
corporation, partnership, estate or trust of which such Key Employee is a
shareholder, partner or Beneficiary), the purchase price per share of Common
Stock deliverable upon the exercise of each Incentive Stock Option shall not be
less than 110% of the Fair Market Value of the Company's Common Stock on the
date the Incentive Stock Option is granted. Shares may be purchased only upon
payment of the full purchase price. Payment of the

A-6

purchase price may be made, in whole or in part, through the surrender of shares
of the Common Stock of the Company at the Fair Market Value of such shares
determined on the exercise date.

(c) VESTING. Incentive Stock Options awarded to Key Employees shall
vest at the rate or rates determined by the Committee. No Incentive Stock Option
shall become vested in a Participant unless the Participant maintains Continuous
Service until the vesting date of such Option, except as set forth herein.

(d) EXERCISE OF OPTIONS. Vested Options may be exercised from time to
time, in whole or in part, by delivering a written notice of exercise to the
President or Chief Executive Officer of the Company, or his designee. Such
notice is irrevocable and must be accompanied by full payment of the exercise
price in cash or shares of Common Stock at the Fair Market Value of such shares
determined on the exercise date.

The Options comprising each installment may be exercised in whole or in
part at any time after such installment becomes vested, provided that the amount
able to be first exercised in a given year is consistent with the terms of
Section 422 of the Code. To the extent required by Section 422 of the Code, the
aggregate Fair Market Value (determined at the time the Option is granted) of
the Common Stock for which Incentive Stock Options are exercisable for the first
time by a Participant during any calendar year (under all plans of the Company
and its Affiliates) shall not exceed $100,000.

The Committee may, in its sole discretion, accelerate the time at which
any Incentive Stock Option may be exercised in whole or in part, provided that
it is consistent with the terms of Section 422 of the Code. Notwithstanding the
above, in the event of a Change in Control of the Company, all Incentive Stock
Options that have been awarded shall become immediately exercisable, provided,
however, that if the aggregate Fair Market Value (determined at the time the
Option is granted) of Common Stock for which Options are exercisable as a result
of a Change in Control, together with the aggregate Fair Market Value
(determined at the time the Option is granted) of all other Common Stock for
which Incentive Stock Options become exercisable during such year, exceeds
$100,000, then the first $100,000 of Incentive Stock Options (determined as of
the Date of Grant) shall be exercisable as Incentive Stock Options and any
excess shall be exercisable as Non-Statutory Stock Options (but shall remain
subject to the provisions of this Section 9 to the extent permitted).

(e) AMOUNTS OF AWARDS. Incentive Stock Options may be granted to any
eligible Key Employee in such amounts as determined by the Committee; provided
that the amount granted is consistent with the terms of Section 422 of the Code.
Notwithstanding the above, and subject to adjustment pursuant to Section 17 of
the Plan (and except for shares awarded pursuant to the exercise of a Reload
Option), the maximum number of shares that may be subject to an Incentive Stock
Option awarded under the Plan to any Key Employee shall be 115,366. In granting
Incentive Stock Options, the Committee shall consider such factors as it deems
relevant, which factors may include, among others, the position and
responsibilities of the Key Employee, the length and value of his or her service
to the Bank, the Company, or the Affiliate, the compensation paid to the Key
Employee and the Committee's evaluation of the performance of the Bank, the
Company, or the Affiliate, according to measurements that may include, among
others, key financial ratios, levels of classified assets, and independent audit
findings. The provisions of this Section 9(e) shall be construed and applied in
accordance with Section 422(d) of the Code and the regulations, if any,
promulgated thereunder.

(f) TERMS OF OPTIONS. The term during which each Incentive Stock Option
may be exercised shall be determined by the Committee, provided, however, in no
event shall an Incentive Stock Option be exercisable in whole or in part more
than 10 years from the Date of Grant. If any Key Employee, at the time an
Incentive Stock Option is granted to him, owns stock representing more than 10%
of the total combined voting power of all classes of stock of the Company or its
Affiliate (or, under Section 424(d) of the Code, is deemed

A-7

to own stock representing more than 10% of the total combined voting power of
all classes of stock, by reason of the ownership of such classes of stock,
directly or indirectly, by or for any brother, sister, spouse, ancestor or
lineal descendent of such Key Employee, or by or for any corporation,
partnership, estate or trust of which such Key Employee is a shareholder,
partner or Beneficiary), the Incentive Stock Option granted to him shall not be
exercisable after the expiration of five years from the Date of Grant.

(g) TERMINATION OF EMPLOYMENT. Upon the termination of a Key Employee's
employment for any reason other than death, Disability, Termination for Cause,
termination upon Normal Retirement, or termination following a Change in Control
(other than for Cause following a Change in Control), the Key Employee's
Incentive Stock Options shall be exercisable only as to those shares that were
immediately purchasable by such Key Employee at the date of termination for a
period of three months following termination. Upon termination of a Key
Employee's employment due to death or Disability, or following a Change in
Control or due to Normal Retirement, all Incentive Options held by a Key
Employee, whether or not vested at such time, shall vest and become exercisable
by the Participant or his legal representative or beneficiaries for one year
following the date of such termination, death or cessation of employment,
provided that in no event shall the period extend beyond the expiration of the
Stock Option term, and provided, further, that such Option shall not be eligible
for treatment as an Incentive Stock Option in the event such Option is exercised
more than three months following termination. In the event of Termination for
Cause all rights under the Incentive Stock Options shall expire upon
termination.

No Option shall be eligible for treatment as an Incentive Stock Option
in the event such Option is exercised more than one year following termination
of employment due to Disability. In order to obtain Incentive Stock Option
treatment for Options exercised by heirs or devisees of an Optionee, the
Optionee's death must have occurred while employed or within three months of
termination of employment.

(h) TRANSFERABILITY. No Incentive Stock Option granted under the Plan
is transferable except by will or the laws of descent and distribution and is
exercisable during his lifetime only by the Key Employee to which it is granted.

(i) COMPLIANCE WITH CODE. The options granted under this Section 9 are
intended to qualify as Incentive Stock Options within the meaning of Section 422
of the Code, but the Company makes no warranty as to the qualification of any
Option as an Incentive Stock Option within the meaning of Section 422 of the
Code. If an Option granted hereunder fails for whatever reason to comply with
the provisions of Section 422 of the Code, and such failure is not or cannot be
cured, such Option shall be a Non-Statutory Stock Option.

10. LIMITED RIGHTS

The Committee may grant a Limited Right simultaneously with the grant
of any Option to any Key Employee of the Bank or the Company, with respect to
all or some of the shares covered by such Option. Limited Rights granted under
the Plan are subject to the following terms and conditions:

(a) TERMS OF RIGHTS. In no event shall a Limited Right be exercisable
in whole or in part before the expiration of six months from the date of grant
of the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control of the Company.

The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, provided that the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise price of the related
Option.

A-8

Upon exercise of a Limited Right, the related Option shall cease to be
exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the exercise price and the Fair Market Value of the Common
Stock subject to the underlying Option. The Limited Right is transferable only
when the underlying Option is transferable and under the same conditions.

(b) PAYMENT. Upon exercise of a Limited Right, the holder shall
promptly receive from the Company an amount of cash equal to the difference
between the Fair Market Value on the Date of Grant of the related Option and the
Fair Market Value of the underlying shares on the date the Limited Right is
exercised, multiplied by the number of shares with respect to which such Limited
Right is being exercised.

11. RELOAD OPTION

Simultaneously with the grant of any Option to a Participant, the
Committee may grant a Reload Option with respect to all or some of the shares
covered by such Option. A Reload Option may be granted to a Participant who
satisfies all or part of the exercise price of the Option with shares of Common
Stock (as described in Section 13(c) below). The Reload Option represents an
additional Option to acquire the same number of shares of Common Stock as is
used by the Participant to pay for the original Option. Reload Options may also
be granted to replace Common Stock withheld by the Company for payment of a
Participant's withholding tax under Section 19. A Reload Option is subject to
all of the same terms and conditions as the original Option, including the
remaining Option exercise term, except that (i) the exercise price of the shares
of Common Stock subject to the Reload Option will be determined at the time the
original Option is exercised and (ii) such Reload Option will conform to all
provisions of the Plan at the time the original Option is exercised.

12. SURRENDER OF OPTION

In the event of a Participant's termination of employment or
termination of service as a result of death or Disability, the Participant (or
his or her personal representative(s), heir(s), or devisee(s)) may, in a form
acceptable to the Committee make application to surrender all or part of the
Options held by such Participant in exchange for a cash payment from the Company
of an amount equal to the difference between the Fair Market Value of the Common
Stock on the date of termination of employment or the date of termination of
service on the Board and the exercise price per share of the Option. Whether the
Company accepts such application or determines to make payment, in whole or
part, is within its absolute and sole discretion, it being expressly understood
that the Company is under no obligation to any Participant whatsoever to make
such payments. In the event that the Company accepts such application and
determines to make payment, such payment shall be in lieu of the exercise of the
underlying Option and such Option shall cease to be exercisable.

13. ALTERNATE OPTION PAYMENT MECHANISM

The Committee has sole discretion to determine what form of payment it
will accept for the exercise of an Option. The Committee may indicate acceptable
forms in the agreement with the Participant covering such Options or may reserve
its decision to the time of exercise. No Option is to be considered exercised
until payment in full is accepted by the Committee or its agent.

(a) CASH PAYMENT. The exercise price may be paid in cash or by
certified check. To the extent permitted by law, the Committee may permit all or
a portion of the exercise price of an Option to be paid through borrowed funds.

A-9

(b) CASHLESS EXERCISE. Subject to vesting requirements, if applicable,
a Participant may engage in a "cashless exercise" of the Option. Upon a cashless
exercise, the Participant shall give the Company written notice of the exercise
of the Option together with an order to a registered broker-dealer or equivalent
third party, to sell part or all of the Common Stock subject to the Option and
to deliver enough of the proceeds to the Company to pay the Option exercise
price and any applicable withholding taxes. If the Participant does not sell the
Common Stock subject to the Option through a registered broker-dealer or
equivalent third party, the Participant may give the Company written notice of
the exercise of the Option and the third party purchaser of the Common Stock
subject to the Option shall pay the Option exercise price plus applicable
withholding taxes to the Company.

(c) EXCHANGE OF COMMON STOCK. The Committee may permit payment of the
Option exercise price by the tendering of previously acquired shares of Common
Stock. All shares of Common Stock tendered in payment of the exercise price of
an Option shall be valued at the Fair Market Value of the Common Stock. No
tendered shares of Common Stock which were acquired by the Participant upon the
previous exercise of an Option or as awards under a stock award plan (such as
the Company's Recognition and Retention Plan) shall be accepted for exchange
unless the Participant has held such shares (without restrictions imposed by
said plan or award) for at least six months prior to the exchange.

14. RIGHTS OF A STOCKHOLDER

A Participant shall have no rights as a stockholder with respect to any
shares covered by a Non-Statutory and/or Incentive Stock Option until the date
of issuance of a stock certificate for such shares. Nothing in the Plan or in
any Award granted confers on any person any right to continue in the employ of
the Company or its Affiliates or to continue to perform services for the Company
or its Affiliates or interferes in any way with the right of the Company or its
Affiliates to terminate his services as an officer, director or employee at any
time.

15. AGREEMENT WITH PARTICIPANTS

Each Award of Options, Reload Options, and/or Limited Rights will be
evidenced by a written agreement, executed by the Participant and the Company or
its Affiliates that describes the conditions for receiving the Awards, including
the date of Award, the purchase price, applicable periods, and any other terms
and conditions as may be required by the Board or applicable securities laws.

16. DESIGNATION OF BENEFICIARY

A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any Option, Reload Option,
or Limited Rights to which he would then be entitled. Such designation will be
made upon forms supplied by and delivered to the Company and may be revoked in
writing. If a Participant fails effectively to designate a Beneficiary, then his
estate will be deemed to be the Beneficiary.

17. DILUTION AND OTHER ADJUSTMENTS

In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, pro rata return of capital to all
shareholders, recapitalization, or any merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other similar corporate
change, or other increase or decrease in such shares, without receipt or payment
of consideration by the Company, the Committee will make such adjustments to
previously granted Awards, to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

A-10

(a) adjustments in the aggregate number or kind of shares of
Common Stock that may be awarded under the Plan;

(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan; or

(c) adjustments in the purchase price of outstanding Incentive
and/or Non-Statutory Stock Options, or any Limited Rights
attached to such Options.

No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award. With
respect to Incentive Stock Options, no such adjustment shall be made if it would
be deemed a "modification" of the Award under Section 424 of the Code.

18. EFFECT OF A CHANGE IN CONTROL ON OPTION AWARDS

In the event of a Change in Control, the Committee and the Board of
Directors will take one or more of the following actions to be effective as of
the date of such Change in Control:

(a) provide that such Options shall be assumed, or equivalent options
shall be substituted ("Substitute Options") by the acquiring or succeeding
corporation (or an affiliate thereof), provided that: (A) any such Substitute
Options exchanged for Incentive Stock Options shall meet the requirements of
Section 424(a) of the Code, and (B) the shares of stock issuable upon the
exercise of such Substitute Options shall be registered in accordance with the
Securities Act of 1933, as amended ("1933 Act") or such securities shall be
exempt from such registration in accordance with Sections 3(a)(2) or 3(a)(5) of
the 1933 Act, (collectively, "Registered Securities"), or in the alternative, if
the securities issuable upon the exercise of such Substitute Options shall not
constitute Registered Securities, then the Participant will receive upon
consummation of the Change in Control a cash payment for each Option surrendered
equal to the difference between the (1) fair market value of the consideration
to be received for each share of Common Stock in the Change in Control times the
number of shares of Common Stock subject to such surrendered Options, and (2)
the aggregate exercise price of all such surrendered Options; or

(b) in the event of a transaction under the terms of which the holders
of Common Stock will receive upon consummation thereof a cash payment (the
"Merger Price") for each share of Common Stock exchanged in the Change in
Control transaction, make or provide for a cash payment to the Participants
equal to the difference between (1) the Merger Price times the number of shares
of Common Stock subject to such Options held by each Participant (to the extent
then exercisable at prices not in excess of the Merger Price), and (2) the
aggregate exercise price of all such surrendered Options.

19. WITHHOLDING

There may be deducted from each distribution of cash and/or Common
Stock under the Plan the minimum amount of any federal or state taxes, including
payroll taxes, that are applicable to such supplemental taxable income and that
are required by any governmental authority to be withheld. Shares of Common
Stock will be withheld where required from any distribution of Common Stock.

20. AMENDMENT OF THE PLAN

The Board may at any time, and from time to time, modify or amend the
Plan in any respect, or modify or amend an Award received by Key Employees
and/or Outside Directors; provided, however, that no such

A-11

termination, modification or amendment may affect the rights of a Participant,
without his consent, under an outstanding Award.

21. EFFECTIVE DATE OF PLAN

The Plan shall become effective upon the date of approval of the Plan
by the Company's stockholders.

22. TERMINATION OF THE PLAN

The right to grant Awards under the Plan will terminate upon the
earlier of (i) 10 years after the Effective Date, or (ii) the date on which the
exercise of Options or related rights equaling the maximum number of shares
reserved under the Plan occurs, as set forth in Section 5. The Board may suspend
or terminate the Plan at any time, provided that no such action will, without
the consent of a Participant, adversely affect his rights under a previously
granted Award.

23. APPLICABLE LAW

The Plan will be administered in accordance with the laws of the State
of Delaware.

EXHIBIT B

FINGER LAKES BANCORP, INC.
AMENDED AND RESTATED

2001 RECOGNITION AND RETENTION PLAN

1. ESTABLISHMENT OF THE PLAN; CREATION OF SEPARATE TRUST

(a) Finger Lakes Bancorp, Inc. (the "Company") hereby amends and
restates the Finger Lakes Bancorp, Inc. 2001 Recognition and Retention Plan (the
"Plan") upon the terms and conditions hereinafter stated in the Plan.

(b) A separate trust or trusts may be established to purchase shares of
the Common Stock that will be awarded hereunder (the "Trust"). If a trust is
established and a Recipient hereunder fails to satisfy the conditions of the
Plan and forfeits all or any portion of the Common Stock awarded to him or her,
such forfeited shares will be returned to said Trust. If no trust is
established, forfeited shares shall be cancelled or held in treasury as
determined by the Committee.

2. PURPOSE OF THE PLAN

The purpose of the Plan is to advance the interests of the Bank and
Finger Lakes Bancorp, Inc. (the "Company") and the Company's stockholders by
providing Key Employees and Outside Directors of the Company and its Affiliates,
including the Bank, upon whose judgment, initiative and efforts the successful
conduct of the business of the Company and its Affiliates largely depends, with
compensation for their contributions to the Company and its Affiliates and an
additional incentive to perform in a superior manner, as well as to attract
people of experience and ability.

3. DEFINITIONS

The following words and phrases, when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meanings set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural:

"AFFILIATE" means any "parent corporation" or "subsidiary corporation"
of the Company or the Bank, as such terms are defined in Section 424(e) and (f),
respectively, of the Code, or a successor to a parent corporation or subsidiary
corporation.

"AWARD" means the grant by the Committee of Restricted Stock, as
provided in the Plan.

"BANK" means Savings Bank of the Finger Lakes, or a successor
corporation.

"BENEFICIARY" means the person or persons designated by a Recipient to
receive any benefits payable under the Plan in the event of such Recipient's
death. Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

"BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company, unless otherwise noted.

B-1

"CHANGE IN CONTROL" of the Bank or the Company means a change in
control of a nature that: (i) would be required to be reported in response to
Item 1(a) of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a Change in Control of the Bank or the
Company within the meaning of the Home Owners' Loan Act, as amended ("HOLA"),
and applicable rules and regulations promulgated thereunder, as in effect at the
time of the Change in Control; or (iii) without limitation such a Change in
Control shall be deemed to have occurred at such time as (a) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 25% or more of
the combined voting power of Company's outstanding securities except for any
securities purchased by the Bank's employee stock ownership plan or trust; or
(b) individuals who constitute the Board on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the date hereof whose election
was approved by a vote of at least three-quarters of the directors comprising
the Incumbent Board, or whose nomination for election by the Company's
stockholders was approved by the same Nominating Committee serving under an
Incumbent Board, shall be, for purposes of this clause (b), considered as though
he were a member of the Incumbent Board; or (c) a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the Bank
or the Company or similar transaction in which the Bank or Company is not the
surviving institution occurs; or (d) a proxy statement soliciting proxies from
stockholders of the Company, by someone other than the current management of the
Company, seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to the Plan are to be exchanged for or converted into
cash or property or securities not issued by the Company; or (e) a tender offer
is made for 25% or more of the voting securities of the Company and the
shareholders owning beneficially or of record 25% or more of the outstanding
securities of the Company have tendered or offered to sell their shares pursuant
to such tender offer and such tendered shares have been accepted by the tender
offeror.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means a committee of the Board of the Company consisting of
either (i) at least two Non-Employee Directors of the Company, or (ii) the
entire Board of the Company.

"COMMON STOCK" means shares of the common stock of the Company, par
value $.01 per share.

"COMPANY" means Finger Lakes Bancorp, Inc., the stock holding company
of the Bank, or a successor corporation.

"CONTINUOUS SERVICE" means employment as a Key Employee and/or service
as an Outside Director without any interruption or termination of such
employment and/or service. Continuous Service shall also mean a continuation as
a member of the Board of Directors following a cessation of employment as a Key
Employee. In the case of a Key Employee, employment shall not be considered
interrupted in the case of sick leave, military leave or any other leave of
absence approved by the Bank or in the case of transfers between payroll
locations of the Bank or between the Bank, its parent, its subsidiaries or its
successor.

"DIRECTOR" means a member of the Board.

B-2

"EFFECTIVE DATE" means the date of, or a date determined by the Board
following, approval of the Plan by the Company's stockholders.

"KEY EMPLOYEE" means any person who is currently employed by the
Company or an Affiliate who is chosen by the Committee to participate in the
Plan.

"NORMAL RETIREMENT" means a termination of employment which constitutes
a "retirement" under any applicable qualified pension benefit plan maintained by
the Company or an Affiliate, or, if no such plan is applicable, which would
constitute "retirement" under any qualified pension benefit plan maintained by
the Company or an Affiliate, if such individual were a participant in such plan.

"OTS" means the Office of Thrift Supervision.

"OUTSIDE DIRECTOR" means a Director of the Company or an Affiliate who
is not an employee of the Company or an Affiliate.

"RECIPIENT" means a Key Employee or Outside Director of the Company or
its Affiliates who receives or has received an Award under the Plan.

"RESTRICTED PERIOD" means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 6
with respect to Restricted Stock awarded under the Plan.

"RESTRICTED STOCK" means shares of Common Stock that have been
contingently awarded to a Recipient by the Committee subject to the restrictions
referred to in Section 6, so long as such restrictions are in effect.

4. ADMINISTRATION OF THE PLAN.

(a) ROLE OF THE COMMITTEE. The Plan shall be administered by the
Committee. The interpretation and construction by the Committee of any
provisions of the Plan or of any Award granted hereunder shall be final and
binding. The Committee shall act by vote or written consent of a majority of its
members. Subject to the express provisions and limitations of the Plan and
subject to OTS regulations and policy, the Committee may adopt such rules and
procedures as it deems appropriate for the conduct of its affairs. The Committee
shall report its actions and decisions with respect to the Plan to the Board at
appropriate times, but in no event less than one time per calendar year.

B-3

(b) ROLE OF THE BOARD. The members of the Committee shall be appointed
or approved by, and will serve at the pleasure of, the Board of Directors of the
Company. The Board may in its discretion from time to time remove members from,
or add members to, the Committee. The Board shall have all of the powers
allocated to it in the Plan, may take any action under or with respect to the
Plan that the Committee is authorized to take, and may reverse or override any
action taken or decision made by the Committee under or with respect to the
Plan, provided, however, that except as provided in Section 6(b), the Board may
not revoke any Award except in the event of revocation for Cause or with respect
to unearned Awards in the event the Recipient of an Award voluntarily terminates
employment with the Bank prior to Normal Retirement.

(c) PLAN ADMINISTRATION RESTRICTIONS. All transactions involving a
grant, award or other acquisitions from the Company shall:

(i) be approved by the Company's full Board or by the
Committee;

(ii) be approved, or ratified, in compliance with Section
14 of the Exchange Act, by either: the affirmative
vote of the holders of a majority of the shares
present, or represented and entitled to vote at a
meeting duly held in accordance with the laws under
which the Company is incorporated; or the written
consent of the holders of a majority of the
securities of the issuer entitled to vote, provided
that such ratification occurs no later than the date
of the next annual meeting of stockholders; or

(iii) result in the acquisition of Common Stock that is
held by the Recipient for a period of six months
following the date of such acquisition.

(d) LIMITATION ON LIABILITY. No member of the Board or the Committee
shall be liable for any determination made in good faith with respect to the
Plan or any Awards granted under it. If a member of the Board or the Committee
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of anything done or not done by him in such capacity
under or with respect to the Plan, the Bank or the Company shall indemnify such
member against expense (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Bank and the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

5. ELIGIBILITY; AWARDS

(a) ELIGIBILITY. Key Employees and Outside Directors are eligible to
receive Awards.

(b) AWARDS TO KEY EMPLOYEES AND OUTSIDE DIRECTORS. The Committee may
determine which of the Key Employees and Outside Directors referenced in Section
5(a) will be granted Awards and the number of shares covered by each Award;
provided, however, that in no event shall any Awards be made that will violate
the Bank's Charter and Bylaws, the Company's Certificate of Incorporation and
Bylaws, or any applicable federal or state law or regulation. Shares of
Restricted Stock that are awarded by the Committee shall, on the date of the
Award, be registered in the name of the Recipient and transferred to the
Recipient, in accordance with the terms and conditions established under the
Plan. The aggregate number of shares that shall be issued under the Plan is
92,293.

B-4

(c) In the event Restricted Stock is forfeited for any reason, the
Committee, from time to time, may determine which of the Key Employees and
Outside Directors will be granted additional Awards to be awarded from forfeited
Restricted Stock.

(d) In selecting those Key Employees and Outside Directors to whom
Awards will be granted and the amount of Restricted Stock covered by such
Awards, the Committee shall consider such factors as it deems relevant, which
factors may include, among others, the position and responsibilities of the Key
Employees and Outside Directors, the length and value of their services to the
Company and its Affiliates, the compensation paid to the Key Employees or fees
paid to the Outside Directors, and the Committee may request the written
recommendation of the Chief Executive Officer and other senior executive
officers of the Bank, the Company and its Affiliates or the recommendation of
the full Board. All allocations by the Committee shall be subject to review, and
approval or rejection, by the Board.

No Restricted Stock shall be earned unless the Recipient maintains
Continuous Service with the Company or an Affiliate until the restrictions
lapse.

(e) MANNER OF AWARD. As promptly as practicable after a determination
is made pursuant to Section 5(b) to grant an Award, the Committee shall notify
the Recipient in writing of the grant of the Award, the number of shares of
Restricted Stock covered by the Award, and the terms upon which the Restricted
Stock subject to the Award may be earned. Upon notification of an Award of
Restricted Stock, the Recipient shall execute and return to the Company a
restricted stock agreement (the "Restricted Stock Agreement") setting forth the
terms and conditions under which the Recipient shall earn the Restricted Stock,
together with a stock power or stock powers endorsed in blank. Thereafter, the
Recipient's Restricted Stock and stock power shall be deposited with an escrow
agent specified by the Company ("Escrow Agent") who shall hold such Restricted
Stock under the terms and conditions set forth in the Restricted Stock
Agreement. Each certificate in respect of shares of Restricted Stock Awarded
under the Plan shall be registered in the name of the Recipient.

(g) TREATMENT OF FORFEITED SHARES. In the event shares of Restricted
Stock are forfeited by a Recipient, such shares shall be returned to the Company
and shall be held and accounted for pursuant to the terms of the Plan until such
time as the Restricted Stock is re-awarded to another Recipient, in accordance
with the terms of the Plan and the applicable state and federal laws, rules and
regulations.

6. TERMS AND CONDITIONS OF RESTRICTED STOCK

The Committee shall have full and complete authority, subject to the
limitations of the Plan, to grant awards of Restricted Stock to Key Employees
and Outside Directors and, in addition to the terms and conditions contained in
Sections 6(a) through 6(g), to provide such other terms and conditions (which
need not be identical among Recipients) in respect of such Awards, and the
vesting thereof, as the Committee shall determine.

(a) GENERAL RULES. Restricted Stock shall be earned by a Recipient at
the rate or rates determined by the Committee, provided that such Recipient
maintains Continuous Service. No shares shall vest in any year in which the Bank
is not meeting all of its fully phased-in capital requirements. Subject to any
such other terms and conditions as the Committee shall provide with respect to
Awards, shares of Restricted Stock may not be sold, assigned, transferred
(within the meaning of Code Section 83), pledged or otherwise encumbered by the
Recipient, except as hereinafter provided, during the Restricted Period.

(b) CONTINUOUS SERVICE; FORFEITURE. Except as provided in Section 6(c),
if a Recipient ceases to maintain Continuous Service for any reason, unless the
Committee shall otherwise determine, all shares of Restricted Stock theretofore
awarded to such Recipient and which at the time of such termination of

B-5

Continuous Service are subject to the restrictions imposed by Section 6(a) shall
upon such termination of Continuous Service be forfeited. Any stock dividends or
declared but unpaid cash dividends attributable to such shares of Restricted
Stock shall also be forfeited.

(c) EXCEPTION FOR TERMINATION DUE TO DEATH OR DISABILITY, NORMAL
RETIREMENT AND FOLLOWING A CHANGE IN CONTROL. Notwithstanding the general rule
contained in Section 6(a), Restricted Stock awarded to a Recipient whose
employment with the Company or an Affiliate or service on the Board terminates
due to death, Disability, or Normal Retirement, or following a Change in
Control, shall be deemed earned as of the Recipient's last day of employment
with the Company or an Affiliate, or last day of service on the Board of the
Company or an Affiliate; provided that Restricted Stock awarded to a Key
Employee who at any time also serves as a Director shall not be deemed earned
until both employment and service as a Director have been terminated.

(d) REVOCATION FOR CAUSE. Notwithstanding anything hereinafter to the
contrary, the Board may by resolution immediately revoke, rescind and terminate
any Award, or portion thereof, previously awarded under the Plan, to the extent
Restricted Stock has not been redelivered by the Escrow Agent to the Recipient,
whether or not yet earned, in the case of a Key Employee whose employment is
terminated by the Company or an Affiliate or an Outside Director whose service
is terminated by the Company or an Affiliate for Cause or who is discovered
after termination of employment or service on the Board to have engaged in
conduct that would have justified termination for Cause.

(e) RESTRICTED STOCK LEGEND. Each certificate in respect of shares of
Restricted Stock awarded under the Plan shall be registered in the name of the
Recipient and deposited by the Recipient, together with a stock power endorsed
in blank, with the Escrow Agent, and shall bear the following (or a similar)
legend:

"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) contained in the Finger
Lakes Bancorp, Inc. 2001 Recognition and Retention Plan.
Copies of such Plan are on file in the offices of the
Secretary of Finger Lakes Bancorp, Inc., 470 Exchange Street,
Geneva, New York 14456."

(f) PAYMENT OF DIVIDENDS AND RETURN OF CAPITAL. After an Award has been
granted but before such Award has been earned, the Recipient shall receive any
cash dividends paid with respect to such shares, or shall share in any pro-rata
return of capital to all stockholders with respect to the Common Stock. Stock
dividends declared by the Company and paid on Awards that have not yet been
earned shall be subject to the same restrictions as the Restricted Stock and the
certificate(s) or other instruments representing or evidencing such shares shall
be legended in the manner provided in Section 6(e) and shall be delivered to the
Escrow Agent for distribution to the Recipient when the Restricted Stock upon
which such dividends were paid are earned. Unless the Recipient has made an
election under Section 83(b) of the Code, cash dividends or other amounts so
paid on shares that have not yet been earned by the Recipient shall be treated
as compensation income to the Recipient when paid. If dividends are paid with
respect to shares of Restricted Stock under the Plan that have been forfeited
and returned to the Company or to a trust established to hold issued and
unawarded or forfeited shares, the Committee can determine to award such
dividends to any Recipient or Recipients under the Plan, to any other employee
or director of the Company or the Bank, or can return such dividends to the
Company.

(g) VOTING OF RESTRICTED SHARES. After an Award has been granted, the
Recipient as conditional owner of the Restricted Stock shall have the right to
vote such shares.

B-6

(h) DELIVERY OF EARNED SHARES. At the expiration of the restrictions
imposed by Section 6(a), the Escrow Agent shall redeliver to the Recipient (or
where the relevant provision of Section 6(c) applies in the case of a deceased
Recipient, to his Beneficiary) the certificate(s) and any remaining stock power
deposited with it pursuant to Section 5(d) and the shares represented by such
certificate(s) shall be free of the restrictions referred to in Section 6(a).

7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

In the event of any change in the outstanding shares subsequent to the
Effective Date by reason of any reorganization, recapitalization, stock split,
stock dividend, combination or exchange of shares, or any merger, consolidation
or any change in the corporate structure or shares of the Company, without
receipt or payment of consideration by the Company, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of stock or other securities received, as a result of any
of the foregoing, by a Recipient with respect to Restricted Stock shall be
subject to the same restrictions and the certificate(s) or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Escrow Agent in the manner provided in Section 6(e).

8. ASSIGNMENTS AND TRANSFERS

No Award nor any right or interest of a Recipient under the Plan in any
instrument evidencing any Award under the Plan may be assigned, encumbered or
transferred (within the meaning of Code Section 83) except, in the event of the
death of a Recipient, by will or the laws of descent and distribution until such
Award is earned.

9. KEY EMPLOYEE RIGHTS UNDER THE PLAN

No Key Employee shall have a right to be selected as a Recipient nor,
having been so selected, to be selected again as a Recipient and no Key Employee
or other person shall have any claim or right to be granted an Award under the
Plan or under any other incentive or similar plan of the Company or any
Affiliate. Neither the Plan nor any action taken thereunder shall be construed
as giving any Key Employee any right to be retained in the employ of the Company
or any Affiliate.

10. OUTSIDE DIRECTOR RIGHTS UNDER THE PLAN

Neither the Plan nor any action taken thereunder shall be construed as
giving any Outside Director any right to be retained in the service of the
Company or any Affiliate.

11. WITHHOLDING TAX

Upon the termination of the Restricted Period with respect to any
shares of Restricted Stock (or at any such earlier time that an election is made
by the Recipient under Section 83(b) of the Code, or any successor provision
thereto, to include the value of such shares in taxable income), the Bank or the
Company shall have the right to require the Recipient or other person receiving
such shares to pay the Bank or the Company the minimum amount of any federal or
state taxes, including payroll taxes, that are applicable to such supplemental
income and that the Bank or the Company is required to withhold with respect to
such shares, or, in lieu thereof, to retain or sell without notice, a sufficient
number of shares held by it to cover the amount required to be withheld. The
Bank or the Company shall have the right to deduct from all dividends paid with
respect to shares of Restricted Stock the amount of any taxes which the Bank or
the Company is required to withhold with respect to such dividend payments.

B-7

12. AMENDMENT OR TERMINATION

The Board of the Company may amend, suspend or terminate the Plan or
any portion thereof at any time, provided, however, that no such amendment,
suspension or termination shall impair the rights of any Recipient, without his
consent, in any Award theretofore made pursuant to the Plan. Any amendment or
modification of the Plan or an outstanding Award under the Plan, shall be
approved by the Committee, or the full Board of the Company.

13. GOVERNING LAW

The Plan shall be governed by the laws of the State of Delaware.

14. TERM OF PLAN

The Plan shall become effective on the date of, or a date determined by
the Board of Directors following, approval of the Plan by the Company's
stockholders. It shall continue in effect until the earlier of (i) ten years
from the Effective Date unless sooner terminated under Section 12 hereof, or
(ii) the date on which all shares of Common Stock available for award hereunder,
have vested in the Recipients of such Awards.

B-8

REVOCABLE PROXY

FINGER LAKES BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 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 Finger Lakes Bancorp, Inc. which the undersigned is
entitled to vote at an Annual Meeting of Stockholders ("Meeting") to be held at
Finger Lakes Bancorp, Inc.'s main office, 470 Exchange Street, Geneva, New York,
at 11:00 a.m. (local time) on April 23, 2002. The official proxy committee is
authorized to cast all votes to which the undersigned is entitled as follows:

I. The election as directors of all nominees listed below
(except as marked to the contrary below) [ ] FOR [ ]
VOTE
WITHHELD

G. Thomas Bowers, Chris M. Hansen and Joan C. Rogers

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

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

2. The approval of the amended and restated 2001 Stock Option Plan to permit the
acceleration of the vesting of awards.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. The approval of the amended and restated 2001 Recognition and Retention Plan
to permit the acceleration of the vesting of awards.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. The ratification of the appointment of KPMG LLP as auditors for the fiscal
year ending December 31, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE LISTED PROPOSALS.

(Continued on Reverse Side)
- --------------------------------------------------------------------------------

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF 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 MEETING.

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 Finger Lakes
Bancorp, Inc. at the Meeting of the stockholders'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 Finger Lakes Bancorp, Inc. at the address set
forth on the Notice of Annual Meeting of Stockholders, or by the filing of a
later dated proxy prior to a vote being taken on a particular proposal at the
Meeting.

The undersigned acknowledges receipt from Finger Lakes Bancorp, Inc. prior
to the execution of this proxy of a Notice of the Meeting and a proxy statement
dated March 15, 2002.

[ ] Check Box if You Plan to Attend
Meeting.

DATED: ______________________ , 2002

------------------------------------
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.

PLEASE COMPLETE AND DATE THIS PROXY
AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.