TOMPKINS TRUSTCO, INC., a New York corporation

EXHIBIT 10.11





                             XXXXXXXX TRUSTCO, INC.,
                             a New York corporation

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

                              FORM OF ASSIGNMENT OF
                              EMPLOYMENT AGREEMENT

         Pursuant to resolution of the respective Boards of Directors of the
undersigned corporations, Xxxxxxxx Trustco, Inc. ("Xxxxxxxx") and Xxxxxxxxxx
Independent Bancshares Corporation ("Letchworth"), and in consideration of value
received, Letchworth does hereby convey, assign and transfer to Xxxxxxxx all of
the rights, benefits, obligations and responsibilities of Letchworth pursuant to
that certain Employment Agreement by and between Letchworth and Xxxxx X. Xxxxxx,
its president and chief executive officer, dated as of September 12, 1989 (the
"Xxxxxx Employment Agreement").

         Xxxxxxxx hereby assumes all of Letchworth's duties and obligations
under, and agrees to be bound by, the terms of the Xxxxxx Employment Agreement.

         This assignment is acknowledged, approved and consented to by each of
the undersigned parties, and all objections to such assignment, whether based on
contractual or other obligations of, and restrictions upon, the parties are
hereby waived.

Dated: ___________________, 1999

"XXXXXXXX"                                       "LETCHWORTH"

Xxxxxxxx Trustco, Inc.             Letchworth Independent Bancshares Corporation



By:  ----------------------------                -------------------------------
     Xxxxx X. Xxxxxx,                            Xxxxxxx X. Xxxxxx,
     Chief Executive Officer                     Secretary

                           ACKNOWLEDGED AND CONFIRMED:




                           ---------------------------
                                 Xxxxx X. Xxxxxx