<SUBMISSION>
<ACCESSION-NUMBER>0001015402-02-001029
<TYPE>10-K
<PUBLIC-DOCUMENT-COUNT>23
<PERIOD>20011231
<FILING-DATE>20020329
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NBT BANCORP INC
<CIK>0000790359
<ASSIGNED-SIC>6021
<IRS-NUMBER>161268674
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-K
<ACT>34
<FILE-NUMBER>000-14703
<FILM-NUMBER>02594332
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>52 S BROAD ST
<CITY>NORWICH
<STATE>NY
<ZIP>13815
<PHONE>6073372265
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>52 S. BROAD STREET
<CITY>NORWICH
<STATE>NY
<ZIP>13815
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-K

           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001

                                       OR

         [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                         COMMISSION FILE NUMBER: 0-14703

                                NBT BANCORP INC.
             (Exact name of registrant as specified in its charter)

                     DELAWARE                         16-1268674
          (State or other jurisdiction of           (IRS Employer
          incorporation or organization)         Identification No.)

              52 SOUTH BROAD STREET                     13815
              NORWICH, NEW YORK                      (Zip Code)
     (Address of principal executive office)

                                 (607) 337-2265
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                   COMMON STOCK ($0. 01 PAR VALUE PER SHARE)
           STOCK PURCHASE RIGHTS PURSUANT TO STOCKHOLDERS RIGHTS PLAN

     Indicate  by  check  mark whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes  [X]  No  [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K (Section 299.405 of this chapter) is not contained herein,
and  will  not  be  contained,  to  the  best  of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of  this  Form  10-K  or  any  amendment  to  this  Form  10-K  [X]

     Based  upon  the  closing  price  of  the  registrant's common stock as of
February 28, 2002, the aggregate market value of the voting stock, common stock,
par  value,  $0.01  per  share,  held  by  non-affiliates  of  the registrant is
$454,660,456.  There  were  no  shares  of the registrant's preferred stock, par
value  $0.01  per  share, outstanding at that date. Rights to purchase shares of
the  registrant's  preferred  stock  Series  R are attached to the shares of the
registrant's  common  stock.

     The number of shares Common Stock outstanding as of February 28, 2002, was
33,198,072

                      Documents Incorporated by Reference

Portions  of registrant's definitive Proxy Statement for the Registrant's Annual
Meeting  of Stockholders to be held on May 2, 2002 are incorporated by reference
into  Part  III,  Items  10,  11,  12  and  13  of  this  Form  10-K.


<PAGE>
<TABLE>
<CAPTION>
                                                   CROSS REFERENCE INDEX

<S>        <C>      <C>                                                                                      <C>
Part I.    Item 1   Business
                    Description of Business                                                                       4-9
                    Average Balance Sheets                                                                         19
                    Net Interest Income Analysis - Taxable Equivalent Basis                                        19
                    Net Interest Income and Volume/Rate Variance - Taxable Equivalent Basis                        20
                    Securities Portfolio                                                                           24
                    Debt Securities - Maturity Schedule                                                         68-69
                    Loans                                                                                          21
                    Maturities and Sensitivities of Loans to Changes in Interest Rates                             23
                    Nonperforming Assets                                                                           28
                    Allowance for Loan Losses                                                                   29-32
                    Maturity Distribution of Time Deposits                                                         26
                    Return on Equity and Assets                                                                    11
                    Short-Term Borrowings                                                                       72-74
           Item 2   Properties                                                                                      9
           Item 3   Legal Proceedings
                    In the normal course of business there are various outstanding legal proceedings.
                    In the opinion of management, the aggregate amount involved in such proceedings is
                    not material to the financial condition or results of operations of the Company.               10
           Item 4   Submission of Matters to a Vote of Security Holders                                            10

Part II.   Item 5   Market for the Registrant's Common Stock and Related Shareholder Matters                 10,77-78
           Item 6   Selected Financial Data                                                                     11-12
           Item 7   Management's Discussion and Analysis of Financial Condition and Results of Operations       13-43
           Item 7A  Quantitative and Qualitative Disclosure About Market Risk                                   43-44
           Item 8   Financial Statements and Supplementary Data
                    Consolidated Balance Sheets at December 31, 2001 and 2000                                      47
                    Consolidated Statements of Income for each of the years in three-year period ended
                    December 31, 2001                                                                              48
                    Consolidated Statements of Changes in Stockholders' Equity for each of the years in the
                    three-year period ended December 31, 2001                                                      49
                    Consolidated Statements of Cash Flows for each of the years in the three-year
                    period ended December 31, 2001                                                                 50
                    Consolidated Statements of Comprehensive Income for each of the years in the
                    three-year period ended December 31, 2001                                                      51
                    Notes to Consolidated Financial Statements                                                  52-92
                    Independent Auditors' Report                                                                   46
           Item 9   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
                    There have been no changes in or disagreements with accountants on accounting
                    and financial disclosures.


                                        2
<PAGE>
                                                   CROSS REFERENCE INDEX


Part III.  Item 10  Directors and Executive Officers of the Registrant                                              *
           Item 11  Executive Compensation                                                                          *
           Item 12  Security Ownership of Certain Beneficial Owners and Management                                  *
           Item 13  Certain Relationships and Related Transactions                                                  *
Part IV.   Item 14  Exhibits, Financial Statement Schedules, and Reports on 8-K
                    (a)(1) Financial Statements (See Item 8 for Reference).
                       (2) Financial Statement Schedules normally required on Form 10-K are omitted since they
                           are not applicable.
                       (3) Exhibits have been filed separately with the Commission and are available upon
                           written request.
                    (b)    Reports on Form 8-K.                                                                93-94
                    (c)    Refer to item 14(a)(3) above.
                    (d)    Refer to item 14(a)(2) above.
<FN>

*    Information called for by Part III (Items 10 through 13) is incorporated by
     reference to the Registrant's Proxy Statement for the 2002 Annual Meeting
     of Stockholders filed with the Securities and Exchange Commission.
</TABLE>


                                        3
<PAGE>
                                     PART I
ITEM  1.  BUSINESS

     NBT Bancorp Inc. (the "Registrant" or the "Company") is a registered
financial holding company incorporated in the state of Delaware in 1986, with
its principal headquarters located in Norwich, New York. The Registrant is the
parent holding company of NBT Bank, N.A. ("the Bank"), NBT Financial Services,
Inc. ("NBT Financial"), and CNBF Capital Trust I (see Note 10 to the Notes to
Consolidated Financial Statements). Through these subsidiaries, the Company
operates as one segment focused on community banking operations. The
Registrant's primary business consists of providing commercial banking and
financial services to its customers in its market area. The principal assets of
the Registrant are all of the outstanding shares of common stock of its direct
subsidiaries, and its principal sources of revenue are the management fees and
dividends it receives from the Bank and NBT Financial.

     The operating subsidiaries of the Company are the Bank and NBT Financial.
The Bank is a full service commercial bank formed in 1856, which provides a
broad range of financial products to individuals, corporations and
municipalities throughout its Central and Upstate New York and Northeastern
Pennsylvania market area. The Bank conducts business through three operating
divisions, NBT Bank, Pennstar Bank and Central National Bank.

     The NBT Bank division has 42 divisional offices and 67 automated teller
machines (ATMs), located primarily in central and upstate New York. At December
31, 2001, NBT Bank had total loans of $1.2 billion and total deposits of $1.3
billion.

     The Pennstar Bank division has 41 divisional offices and 51 ATMs, located
primarily in northeastern Pennsylvania. At December 31, 2001, Pennstar Bank had
total loans and leases of $616.6 million and total deposits of $773.0 million.

     The Central National Bank division has 29 divisional offices and 24 ATMs
located primarily in upstate New York. At December 31, 2001, Central National
Bank had total loans and leases of $540.6 million and total deposits of $824.9
million.

     The Bank has six operating subsidiaries, NBT Capital Corp., LA Lease, Inc.,
Pennstar Realty Trust, CNB Realty, Inc., Colonial Financial Services, Inc.
("CFS"), and Central Asset Management, Inc. ("CAM"). NBT Capital Corp., formed
in 1998, is a venture capital corporation formed to assist young businesses
develop and grow in the markets we serve. LA Lease, Inc., formed in 1987,
provides automobile and equipment leases to individuals and small business
entities. LA Lease, Inc. will be dissolved in the first half of 2002 and the
Bank will assume its operations. Pennstar Realty Trust, formed in 2000, is a
real estate investment trust. CNB Realty, Inc. formed in 1998, is a real estate
investment trust. CFS, formed in 2001, offers a variety of financial services
products. The Company intends to transfer ownership of CFS from the Bank to NBT
Financial in the first half of 2002. CAM, formed in 1996, offers investment
management services for a fee to a focused customer base of high net worth
individuals and businesses. CAM will be dissolved in the first half of 2002 and
the Bank will assume its operations.

     NBT Financial, formed in 1999, is the parent company of two operating
subsidiaries, Pennstar Financial Services, Inc. and M. Griffith, Inc. Pennstar
Financial Services, Inc., formed in 1997, offers a variety of financial services
products. M. Griffith, Inc., formed in 1951, is a registered securities
broker-dealer which also offers financial and retirement planning as well as
life, accident and health insurance.


                                        4
<PAGE>
     Acquisitions
     To remain competitive in the rapidly changing financial services industry,
the Company has expanded the breadth of its market area by acquiring other
banking organizations and select niche financial services companies. In
addition, the Company has selectively opened key new businesses that expand our
product offerings. The following provides a chronological listing of mergers and
acquisitions that we have completed since January 1, 2000:

<TABLE>
<CAPTION>
Date of transaction  Entity/Branches                 Former bank holding company         Transaction type
<S>                  <C>                             <C>                                 <C>
February 17, 2000    LA Bank, N.A.                   Lake Ariel Bancorp, Inc.                       (1)
May 5, 2000          M. Griffith, Inc.               N/A                                            (2)
June 2, 2000         2 branches from Mellon Bank     N/A                                            (2)
July 1, 2000         Pioneer American Bank, N.A      Pioneer American Holding Co. Corp.             (1)
November 10, 2000    6 branches from Sovereign Bank  N/A                                            (2)
June 1, 2001         The First National Bank of      First National Bancorp, Inc.                   (2)
                     Northern New York
September 14, 2001   Deposits of 1 branch of         N/A                                            (2)
                     Mohawk Community Bank
November 8, 2001     Central National Bank           CNB Financial Corp.                            (1)
<FN>

(1)  Transaction was accounted for as a pooling-of-interests and, accordingly,
     all of our financial information for the periods prior to the acquisition
     has been restated as if the acquisitions had occurred at the beginning of
     the earliest reporting period presented.
(2)  Transaction accounted for using the purchase accounting method.
</TABLE>

     Upon completion of their respective mergers, LA Bank, N.A. and Pioneer
American Bank, N.A. became wholly owned subsidiaries of the Registrant. LA Bank,
N.A. changed its name on November 10, 2000 to Pennstar Bank, N.A. and on
December 9, 2000, Pioneer American Bank, N.A. merged into Pennstar Bank, N.A. On
March 16, 2001, Pennstar Bank, N.A. was merged into the Bank.

COMPETITION

     The banking and financial services industry in New York and Pennsylvania
generally, and in the Company's market areas specifically, is highly
competitive. The increasingly competitive environment is a result primarily of
changes in regulation, changes in technology and product delivery systems,
additional financial service providers, and the accelerating pace of
consolidation among financial services providers. The Company competes for loans
and leases, deposits, and customers with other commercial banks, savings and
loan associations, securities and brokerage companies, mortgage companies,
insurance companies, finance companies, money market funds, credit unions, and
other nonbank financial service providers. Many of these competitors are much
larger in total assets and capitalization, have greater access to capital
markets and offer a broader range of financial services than the Company. In
order to compete with other financial services providers, the Company stresses
the community nature of its banking operations and principally relies upon local
promotional activities, personal relationships established by officers,
directors, and employees with their customers, and specialized services tailored
to meet the needs of the communities served.

     SUPERVISION AND REGULATION

     As  a bank holding company, the Company is subject to extensive regulation,
supervision,  and  examination  by  the  Federal  Reserve  System ("FRS") as its
primary  federal  regulator.  The Company also has elected to be registered with
the  FRS  as  a  financial  holding company. The Bank, as a nationally chartered
bank,  is  subject  to extensive regulation, supervision, and examination by the
Office  of  the  Comptroller  of  the  Currency  ("OCC")  as its primary federal
regulator  and,  as  to  certain  matters,  by  the  FRS and the Federal Deposit
Insurance  Corporation  ("FDIC").  M.  Griffith, Inc. ("MGI") is registered as a
broker-dealer  and  investment  adviser  and is subject to extensive regulation,
supervision,  and examination by the Securities and Exchange Commission ("SEC").


                                        5
<PAGE>
MGI also is a member of the National Association of Securities Dealers, Inc. and
is subject to its regulation. MGI is authorized as well to engage as a broker,
dealer, and underwriter of municipal securities, and as such is subject to
regulation by the Municipal Securities Rulemaking Board. In addition, MGI and
Colonial Financial Services, Inc., are licensed insurance agencies with offices
in the state of New York and are subject to registration and supervision by the
New York State Insurance Department. Pennstar Financial Services, Inc. is a
licensed insurance agency with offices in the Commonwealth of Pennsylvania and
is subject to registration and supervision by the Pennsylvania Insurance
Department. CAM is a registered investment adviser and also is subject to
extensive regulation, examination, and supervision by the SEC.

     The Company is subject to capital adequacy guidelines of the FRS.  The
guidelines apply on a consolidated basis and require bank holding companies to
maintain a minimum ratio of Tier 1 capital to total average assets (or "leverage
ratio") of 4%.  For the most highly rated bank holding companies, the minimum
ratio is 3%.  The FRS capital adequacy guidelines also require bank holding
companies to maintain a minimum ratio of Tier 1 capital to risk-weighted assets
of 4% and a minimum ratio of qualifying total capital to risk-weighted assets of
8%.  As of December 31, 2001, the Company's leverage ratio was 6.34%, its ratio
of Tier 1 capital to risk-weighted assets was 9.43%, and its ratio of qualifying
total capital to risk weighted assets was 10.69%.  The FRS may set higher
minimum capital requirements for bank holding companies whose circumstances
warrant it, such as companies anticipating significant growth or facing unusual
risks.  The FRS has not advised the Company of any specific capital requirement
applicable to it.

     Any bank holding company whose capital does not meet the minimum capital
adequacy guidelines is considered to be undercapitalized and is required to
submit an acceptable plan to the FRS for achieving capital adequacy.  Such a
company's ability to pay dividends to its shareholders and expand its lines of
business through the acquisition of new banking or nonbanking subsidiaries also
could be restricted.

     The Bank is subject to leverage and risk-based capital requirements and
minimum capital guidelines of the OCC that are similar to those applicable to
the Company.  As of December 31, 2001, the Bank was in compliance with all
minimum capital requirements.  The Bank's leverage ratio was 6.24%, its ratio of
Tier 1 capital to risk-weighted assets was 9.28%, and its ratio of qualifying
total capital to risk-weighted assets was 10.54%.

     Under FDIC regulations, no FDIC-insured bank can accept brokered deposits
unless it is well capitalized, or is adequately capitalized and receives a
waiver from the FDIC.  In addition, these regulations prohibit any bank that is
not well capitalized from paying an interest rate on brokered deposits in excess
of three-quarters of one percentage point over certain prevailing market rates.

     The Bank also is subject to substantial regulatory restrictions on its
ability to pay dividends to the Company.  Under OCC regulations, the Bank may
not pay a dividend, without prior OCC approval, if the total amount of all
dividends declared during the calendar year, including the proposed dividend,
exceed the sum of its retained net income to date during the calendar year and
its retained net income over the preceding two years.  The Bank's dividends to
the Company over years 2000 and 2001 exceeded net income during those years.
Therefore, the Bank's first quarter 2002 dividends exceeded the OCC dividend
limitations, and the Bank requested and received OCC approval to pay this
dividend to the Company.  The Bank anticipates that it will require approval for
its second quarter 2002 dividend as well.  The Bank's ability to pay dividends
also is subject to the Bank being in compliance with regulatory capital
requirements.  The Bank is currently in compliance with these requirements.

     Deposit Insurance Assessments.  The deposits of the Bank are insured up to
regulatory limits by the FDIC and, accordingly, are subject to deposit insurance
assessments to maintain the insurance funds administered by the FDIC.  The
deposits of the Bank have historically been subject to deposit insurance
assessments to maintain the Bank Insurance Fund (the "BIF").  Due to certain
branch deposit acquisitions by the Bank and its predecessors, some of the
deposits of the Bank are subject to deposit insurance assessments to maintain
the Savings Association Insurance Fund (the "SAIF").


                                        6
<PAGE>
     The FDIC has adopted regulations establishing a permanent risk-related
deposit insurance assessment system.  Under this system, the FDIC places each
insured bank in one of nine risk categories based on the bank's capitalization
and supervisory evaluations provided to the FDIC by the institution's primary
federal regulator.  Each insured bank's insurance assessment rate is then
determined by the risk category in which it is classified by the FDIC.

     In the light of the then-prevailing favorable financial situation of the
federal deposit insurance funds and the  low number of depository institution
failures, since January 1, 1997 the annual insurance premiums on bank deposits
insured by the BIF or the SAIF have varied  between $0.00 per $100 of deposits
for banks classified in the highest capital and supervisory evaluation
categories to $0.27 per $100 of deposits for banks classified in the lowest
capital and supervisory evaluation categories.  Recent increases in the amount
of deposits subject to BIF FDIC insurance protection and in the number of bank
failures, and the effect of low interest rates on the FDIC's return on the
assets held in the BIF, have increased the likelihood that the annual insurance
premiums on bank deposits insured by the BIF will increase in the second half of
2002 or thereafter.  BIF and SAIF assessment rates are subject to semi-annual
adjustment by the FDIC within a range of up to five basis points without public
comment.  The FDIC also possesses authority to impose special assessments from
time to time.

     The Deposit Insurance Funds Act provides for additional assessments to be
imposed on insured depository institutions with respect to deposits insured by
the BIF, as well as deposits insured by the SAIF, to pay for the cost of
Financing Corporation ("FICO") funding.  The FICO assessments are adjusted
quarterly to reflect changes in the assessment bases of the FDIC insurance funds
and do not vary depending upon a depository institution's capitalization or
supervisory evaluations.  During 2001, BIF-insured banks paid an average rate of
approximately $0.019  per $100 for purposes of funding FICO bond obligations.
The assessment rate for BIF member institutions has been set at approximately
$0.018 per $100 annually for the first and second quarters of 2002.

     Transactions between the Bank and any of its affiliates, including the
Company, are governed by sections 23A and 23B of the Federal Reserve Act.  An
"affiliate" of a bank is any company or entity that controls, is controlled by,
or is under common control with the bank.  A subsidiary of a bank that is not
also a depository institution is not treated as an affiliate of the bank for
purposes of sections 23A and 23B, unless the subsidiary engages in activities
that are not permissible for a bank to engage in directly.  Generally, sections
23A and 23B limit the extent to which a bank or its subsidiaries may engage in
covered transactions with any one affiliate and with all its affiliates in the
aggregate, and require that all such transactions be on terms that are
consistent with safe and sound banking practices.

     The Gramm-Leach-Bliley Act amended the Bank Holding Company Act ("BHC Act")
and, effective March 11, 2000, expanded the permissible activities of certain
qualifying bank holding companies, known as financial holding companies.  In
addition to engaging in banking and activities closely related to banking, as
determined by the FRS by regulation or order prior to November 11, 1999,
financial holding companies may engage in activities that are financial in
nature or incidental to financial activities, or activities that are
complementary to a financial activity and do not pose a substantial risk to the
safety and soundness of depository institutions or the financial system
generally.

     Under the Gramm-Leach-Bliley Act, all financial institutions, including the
Company and the Bank, were required, effective July 1, 2001, to develop privacy
policies, restrict the sharing of nonpublic customer data with nonaffiliated
parties at the customer's request, and establish procedures and practices to
protect customer data from unauthorized access.

     Under the International Money Laundering Abatement and Anti-Terrorism
Financing Act of 2001, adopted as Title III of the USA PATRIOT Act and signed
into law on October 26, 2001, all financial institutions, including the Company
and the Bank, are subject to additional requirements to collect customer
information, monitor customer transactions and report information to U.S. law
enforcement agencies concerning customers and their transactions.  In many
cases, the specific requirements of the law will not be established until the
Secretary of the Treasury adopts implementing regulations as directed or
authorized by Congress.  In general, accounts maintained by or on behalf of
"non-United States persons," broadly defined, are subject to particular
scrutiny.  Correspondent accounts for or on behalf of foreign banks with


                                        7
<PAGE>
profiles that raise money laundering concerns are subject to even greater
scrutiny, and correspondent accounts for or on behalf of "shell banks," defined
as a foreign bank with no physical presence in any country, are barred
altogether.  Financial institutions must take "reasonable steps," subject to
definition by the Secretary of the Treasury, to ensure that any correspondent
accounts with permissible foreign banks are not used for the benefit of shell
banks.  The Secretary of the Treasury also is authorized to require financial
institutions to take "special measures," including new customer identification,
recordkeeping, and reporting requirements and transaction restrictions, if the
financial institutions are involved with jurisdictions, financial institutions,
or transactions of "primary money laundering concern" as determined by the
Secretary.  Additional information-sharing among financial institutions,
regulators, and law enforcement authorities is encouraged by creating an
exemption from the privacy provisions of the Gramm-Leach-Bliley Act for
financial institutions that comply with this provision and authorizing the
Secretary of the Treasury to adopt rules to further encourage cooperation and
information-sharing.  Upon request by an appropriate federal banking agency, a
financial institution must provide or make available information about an
account within 120 hours.  All financial institutions also are required to
establish internal anti-money laundering programs.  The effectiveness of a
financial institution in combating money laundering activities is a factor to be
considered in any application submitted by the financial institution after
December 31,2001, under the Federal Deposit Insurance Act, which applies to the
Bank, or the BHC Act, which applies to the Company.


                                        8
<PAGE>
EMPLOYEES

At December 31, 2001, the Company had 1,076 full-time employees and 190
part-time employees. The Company's employees are not presently represented by
any collective bargaining group. The Company considers its employee relations to
be good.

ITEM 2. PROPERTIES

The Company's headquarters are located at 52 South Broad Street, Norwich, New
York 13815. The Company operated the following number of community banking
branches and automated teller machines (ATMs) as of December 31, 2001:


New York State                  Branches  ATMs
------------------------------  --------  ----
NBT BANK DIVISION
Albany County                          1     -
Broome County                          3     5
Chenango County                       11    14
Clinton County                         3     2
Delaware County                        5     9
Essex County                           3     6
Franklin County                        1     1
Fulton County                          3     3
Greene County                          -     2
Oneida County                          5     8
Otsego County                          2     9
St. Lawrence County                    4     4
Sullivan County                        -     1
Tioga County                           1     2
Ulster                                 -     1

CENTRAL NATIONAL BANK DIVISION
Chenango County                        1     1
Fulton County                          2     3
Herkimer County                        2     1
Montgomery County                      6     4
Oneida County                          1     1
Otsego County                          9     7
Saratoga County                        3     3
Schenectady County                     2     2
Schoharie County                       3     2

PENNSTAR BANK DIVISION
Orange County                          1     1

Pennsylvania                    Branches  ATMs
------------------------------  --------  ----
PENNSTAR BANK DIVISION
Lackawanna County                     20    20
Luzerne County                         4    10
Monroe County                          4     5
Pike County                            3     3
Susquehanna County                     6     8
Wayne County                           3     4


                                        9
<PAGE>
The Company leases thirty-eight of the above listed branches from third parties
under terms and conditions considered by management to be equitable to the
Company. The Company owns all other banking premises. All automated teller
machines are owned.

ITEM 3. LEGAL PROCEEDINGS

There  are  no  material  pending legal proceedings, other than ordinary routine
litigation  incidental  to  the  business,  to  which  the Company or any of its
subsidiaries  is  a  party  or  of  which  their  property  is  the  subject.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

(a)  A special meeting of the Company's shareholders was held on October 16,
     2001.


(b)  Not applicable.

(c)  At the special meeting held on October 16, 2001, the Company's shareholders
     approved the issuance of the Company's common stock in connection with the
     acquisition of CNB Financial Corp. There were 15,132,892 votes cast for,
     644,950 votes cast against, 180,137 abstentions and 8,641,521 broker
     non-votes.

(d)  Not applicable.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The common stock of NBT Bancorp Inc. ("Common Stock") is quoted on the Nasdaq
Stock Market National Market Tier under the symbol "NBTB". The following table
sets forth the market prices and dividends declared for the Common Stock for the
periods indicated.

                    --------------------------------------
                                  HIGH     LOW    DIVIDEND
                    --------------------------------------
                       2000
                    1st quarter  $ 16.50  $11.38     0.170
                    2nd quarter    14.50    9.38     0.170
                    3rd quarter    12.50    9.75     0.170
                    4th quarter    15.94   11.13     0.170

                       2001
                    1st quarter  $ 17.50  $13.25     0.170
                    2nd quarter   25.42*   14.30     0.170
                    3rd quarter    17.30   13.50     0.170
                    4th quarter    15.99   12.55     0.170
                    ======================================

*  This price was reported on June 29, 2001, a day on which the Nasdaq Stock
Market experienced computerized trading disruptions which, among other things,
forced it to extend its regular trading session and cancel its late trading
session.  Subsequently the Nasdaq Stock Market recalculated and republished
several closing stock prices (not including NBT Bancorp Inc., for which it had
reported a closing price of $19.30).  Excluding trading on June 29, 2001, the
high sales price for the quarter ended June 30, 2001 was $16.75.

The closing price of the Common Stock on February 28, 2002 was $14.05. The
approximate number of holders of record of the Company's Common Stock on
February 28, 2002 was 9,082.


                                       10
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

The  following  summary  financial  and  other  information about the Company is
derived from the Company's audited consolidated financial statements for each of
the  five  fiscal  years  ended  December  31,  2001, 2000, 1999, 1998 and 1997:

<TABLE>
<CAPTION>

FIVE YEAR SUMMARY OF SELECTED FINANCIAL DATA
--------------------------------------------------------------------------------------------------------
(in thousands, except per share data)       2001         2000         1999         1998         1997
--------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>          <C>          <C>          <C>
YEAR ENDED DECEMBER 31,
Interest, fee and dividend income        $  255,434   $  260,381   $  220,849   $  210,970   $  195,973
Interest expense                            117,502      133,003      102,876      100,870       91,614
Net interest income                         137,932      127,378      117,973      110,100      104,359
Provision for loan losses                    31,929       10,143        6,896        6,922        5,095
Noninterest income excluding
  securities gains                           31,826       24,854       21,327       20,078       17,140
  Securities gains (losses)                  (7,692)      (2,273)       1,000        2,183          562
Merger, acquisition and reorganization
  costs                                      15,322       23,625          835            -            -
Other noninterest expense                   110,536       95,509       83,944       81,108       72,971
Income before income taxes                    4,279       20,682       48,625       44,331       43,995
Net income                                    3,737       14,154       32,592       34,576       29,854
========================================================================================================
PER COMMON SHARE*
Basic earnings                           $     0.11   $     0.44   $     1.01   $     1.07   $     0.95
Diluted earnings                               0.11         0.44         1.00         1.05         0.93
Cash dividends paid **                         0.68         0.68         0.66         0.59         0.42
Stock dividends distributed                       -            -            5%           5%           5%
Book value at year-end                         8.05         8.29         7.62         8.07         7.63
Tangible book value at year-end                6.51         6.88         6.74         7.75         7.33
Average diluted common
  shares outstanding                         33,085       32,405       32,541       32,899       32,005
========================================================================================================
AT DECEMBER 31,
Trading securities, at fair value        $      126   $   20,540   $        -   $        -   $    1,119
Securities available for sale,
  at fair value                             909,341      936,757      994,492      709,905      752,786
Securities held to maturity,
  at amortized cost                         101,604      110,415      113,318      294,119      231,158
Loans and leases                          2,339,636    2,247,655    1,924,460    1,658,194    1,504,258
Allowance for loan losses                    44,746       32,494       28,240       26,615       24,828
Assets                                    3,638,202    3,605,506    3,294,845    2,880,943    2,653,173
Deposits                                  2,915,612    2,843,868    2,573,335    2,292,449    2,126,748
Borrowings                                  394,344      425,233      429,924      303,021      257,153
Stockholders' equity                        266,355      269,641      246,095      259,604      247,162
========================================================================================================
KEY RATIOS
Return on average assets                       0.10%        0.41%        1.07%        1.23%        1.17%
Return on average equity                       1.32         5.57        12.66        13.59        13.65
Average equity to average assets               7.82         7.35         8.42         9.07         8.59
Net interest margin                            4.19         4.02         4.23         4.30         4.51
Efficiency ***                                62.89        60.92        59.18        60.94        58.36
Cash dividend per share payout               618.18       154.55        66.00        56.19        45.16
Tier 1 leverage                                6.34         6.88         8.07         8.68         8.92
Tier 1 risk-based capital                      9.43         9.85        12.49        13.73        14.48
Total risk-based capital                      10.69        11.08        13.68        14.93        15.70
========================================================================================================


                                       11
<PAGE>
<FN>

*All share and per share data has been restated to give retroactive effect to stock dividends, splits
and poolings of interest.

**Cash dividends per share represent the historical cash dividends per share of NBT Bancorp Inc.,
adjusted to give retroactive effect to stock dividends.

***The efficiency ratio is computed as total non-interest expense (excluding merger, acquisition and
reorganization costs as well as gains and losses on the sale of other real estate owned) divided by
fully taxable equivalent net interest income plus non-interest income (excluding net security
transactions).
</TABLE>
<TABLE>
<CAPTION>

SELECTED QUARTERLY FINANCIAL DATA
-------------------------------------------------------------------------------------------------------------------
                                                     2001                                     2000
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands,               FIRST     SECOND    THIRD     FOURTH     First     Second    Third     Fourth
except per share data)
<S>                                 <C>       <C>       <C>       <C>        <C>       <C>       <C>       <C>
Interest, fee and
  dividend income                   $66,034   $64,067   $64,232   $ 61,101   $61,851   $64,402   $66,536   $67,592
Interest expense                     33,655    30,562    28,923     24,362    30,054    32,233    34,377    36,339
Net interest income                  32,379    33,505    35,309     36,739    31,797    32,169    32,159    31,253
Provision for loan losses             1,211     6,872     9,188     14,658     1,874     2,665     1,949     3,655
Noninterest income excluding
  securities gains (losses)           8,654     7,476     8,078      7,618     5,302     6,094     6,506     6,952
Net securities gains (losses)         1,023       227    (2,327)    (6,615)      313      (639)      226    (2,173)
Noninterest expense                  26,650    25,154    29,342     44,712    24,199    25,917    26,282    42,736
Net income (loss)                   $ 9,654   $ 6,570   $ 1,469   $(13,956)  $ 7,464   $ 5,981   $ 7,172   $(6,463)
Basic earnings (loss) per share     $  0.30   $  0.20   $  0.04   $  (0.42)  $  0.23   $  0.19   $  0.22   $ (0.20)
Diluted earnings (loss) per share   $  0.30   $  0.20   $  0.04   $  (0.42)  $  0.23   $  0.18   $  0.22   $ (0.20)
Net interest margin                    4.06%     4.10%     4.19%      4.39%     4.19%     4.10%     3.98%     3.81%
Return (loss) on average assets        1.10%     0.73%     0.16%     (1.51)%    0.90%     0.70%     0.82%    (0.72)%
Return (loss) on average equity       14.42%     9.42%     2.02%    (18.87)%   12.41%     9.69%    11.21%    (9.72)%
Average diluted common
  shares outstanding                 32,702    33,112    33,500     32,999    32,256    32,433    32,532    32,396
====================================================================================================================
</TABLE>


                                       12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

The financial review which follows focuses on the factors affecting the
consolidated financial condition and results of operations of NBT Bancorp Inc.
(the "Registrant" or the "Company") and its wholly owned subsidiaries, NBT Bank,
N.A. ("the Bank"), NBT Financial Services, Inc. ("NBT Financial), and CNBF
Capital Trust I during 2001 and, in summary form, the preceding two years.
Collectively, the Registrant and its subsidiaries are referred to herein as "the
Company."  Net interest margin is presented in this discussion on a fully
taxable equivalent (FTE) basis.  Average balances discussed are daily averages
unless otherwise described.  The audited consolidated financial statements and
related notes as of December 31, 2001 and 2000 and for each of the years in the
three year period ended December 31, 2001 should be read in conjunction with
this review.  Amounts in prior period consolidated financial statements are
reclassified whenever necessary to conform to the 2001 presentation.

The preparation of the consolidated financial statements requires management to
make estimates and assumptions, in the application of certain accounting
policies, about the effect of matters that are inherently uncertain. Those
estimates and assumptions affect the reported amounts of certain assets,
liabilities, revenues and expenses. Different amounts could be reported under
different conditions, or if different assumptions were used in the application
of these accounting policies.

The business of the Company is providing commercial banking and financial
services through its subsidiaries.  The Company's primary market area is central
and upstate New York and northeast Pennsylvania.  The Company has been, and
intends to continue to be, a community-oriented financial institution offering a
variety of financial services.  The Company's principle business is attracting
deposits from customers within its market area and investing those funds
primarily in loans and leases, and, to a lesser extent, in marketable
securities.  The financial condition and operating results of the Company are
dependent on its net interest income which is the difference between the
interest and dividend income earned on its earning assets and the interest
expense paid on its interest bearing liabilities, primarily consisting of
deposits and borrowings.  Net income is also affected by provisions for loan and
lease losses and noninterest income, such as service charges on deposit
accounts, broker/dealer fees, trust fees, and gains/losses on securities sales;
it is also impacted by noninterest expense, such as salaries and employee
benefits, as well as merger, acquisition and reorganization costs.

The Company's results of operations are significantly affected by general
economic and competitive conditions (particularly changes in market interest
rates), government policies, changes in accounting standards, and actions of
regulatory agencies.  Future changes in applicable laws, regulations, or
government policies may have a material impact on the Company.  Lending
activities are substantially influenced by the demand for and supply of housing,
competition among lenders, the level of interest rates, the state of the local
and regional economy, and the availability of funds.  The ability to gather
deposits and the cost of funds are influenced by prevailing market interest
rates, fees and terms on deposit products, as well as the availability of
alternative investments including mutual funds and stocks.

FORWARD LOOKING STATEMENTS

Certain statements in this filing and future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, contain forward-looking statements,
as defined in the Private Securities Litigation Reform Act. These statements may
be identified by the use of phrases such as "anticipate," "believe," "expect,"
"forecasts," "projects," "will", "can", "would", "should", "could", "may", or
other similar terms.   There are a number of factors, many of which are beyond
the Company's control that could cause actual results to differ materially from
those contemplated by the forward looking statements. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, among others, the following possibilities:
(1) competitive pressures among depository and other financial institutions may


                                       13
<PAGE>
increase significantly; (2) revenues may be lower than expected; (3) changes in
the interest rate environment may reduce interest margins; (4) general economic
conditions, either nationally or regionally, may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality
and/or a reduced demand for credit; (5) legislative or regulatory changes,
including changes in accounting standards, may adversely affect the businesses
in which the Company is engaged; (6) costs or difficulties related to the
integration of the businesses of the Company and its merger partners may be
greater than expected; (7) expected cost savings associated with recent mergers
and acquisitions may not be fully realized or realized within the expected time
frames; (8) deposit attrition, customer loss, or revenue loss following recent
mergers and acquisitions may be greater than expected; (9) competitors may have
greater financial resources and develop products that enable such competitors to
compete more successfully than the Company; and (10) adverse changes may occur
in the securities markets or with respect to inflation.

The Company cautions readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, and to advise readers that
various factors, including those described above, could affect the Company's
financial performance and could cause the Company's actual results or
circumstances for future periods to differ materially from those anticipated or
projected.

Except as required by law, the Company does not undertake, and specifically
disclaims any obligations to, publicly release any revisions that may be made to
any forward-looking statements to reflect statements to the occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.

MERGER AND ACQUISITION ACTIVITY

On June 1, 2001, the Company completed the acquisition of First National
Bancorp, Inc. (FNB) whereby FNB was merged with and into NBT Bancorp Inc.  At
the same time FNB's subsidiary, First National Bank of Northern New York (FNB
Bank) was merged into the Bank.  The acquisition was accounted for using the
purchase method.  As such, both the assets and liabilities assumed have been
recorded on the consolidated balance sheet of the Company at estimated fair
value as of the date of acquisition and the results of operations are included
in the Company's consolidated statement of income from the acquisition date
forward.  To complete the transaction, the Company issued approximately
1,075,000 shares of its common stock valued at $16.0 million.  Goodwill,
representing the cost over net assets acquired, was approximately $7.0 million
and was being amortized prior to the adoption of SFAS No. 142 on January 1, 2002
on a straight-line basis based on a 20 year amortization period.

On September 14, 2001, the Company acquired $14.4 million in deposits from
Mohawk Community Bank.  Unidentified intangible assets, accounted for in
accordance with SFAS No. 72 and representing the excess of cost over net assets
acquired, was $665,000 and is being amortized over 15 years on a straight-line
basis.  Additionally, the Company identified $119,000 of core deposit intangible
assets.

On November 8, 2001, the Company, pursuant to a merger agreement dated June 18,
2001, completed its merger with CNB Financial Corp. (CNB) and its wholly owned
subsidiary, Central National Bank (CNB Bank), whereby CNB was merged with and
into the Company, and CNB Bank was merged with and into the Bank.  CNB Bank then
became a division of the Bank.  In connection with the merger, CNB stockholders
received 1.2 shares of the Company's common stock for each share of CNB stock
and the Company issued approximately 8.9 million shares of common stock.  The
transaction is structured to be tax-free to shareholders of CNB and has been
accounted for as a pooling-of-interests.  Accordingly, these consolidated
financial statements have been restated to present combined consolidated
financial condition and results of operations of the Bank and CNB as if the
merger had been in effect for all years presented.  At September 30, 2001, CNB
had consolidated assets of $983.1 million, deposits of $853.7 million and equity
of $62.8 million.  CNB Bank operated 29 full service banking offices in nine
upstate New York counties.

On February 17, 2000, the Company completed its merger with Lake Ariel Bancorp,
Inc. (Lake Ariel) and its subsidiaries. In connection with the merger each
issued and outstanding share of Lake Ariel exchanged for 0.9961 shares of the
Company's common stock.  The transaction resulted in the issuance of
approximately 5.0 million shares of Company's common stock.  Lake Ariel's
commercial banking subsidiary was LA Bank, N.A.


                                       14
<PAGE>
On  July 1, 2000, the Company completed its merger with Pioneer American Holding
Company  Corp.  (Pioneer Holding Company) and its subsidiary. In connection with
the  merger,  each  issued  and  outstanding  share  of  Pioneer Holding Company
exchanged  for  1.805  shares  of  the  Company's common stock.  The transaction
resulted  in  the  issuance of approximately 5.2 million shares of the Company's
common  stock.  Pioneer  Holding  Company's  commercial  banking  subsidiary was
Pioneer  American  Bank,  N.A.

The  Lake  Ariel  and  Pioneer  Holding  Company  mergers  qualified as tax-free
exchanges  and  were accounted for as poolings-of-interests.  Accordingly, these
consolidated  financial  statements  have  been restated to present the combined
consolidated  financial  condition and results of operations of all companies as
if  the  mergers  had  been  in  effect  for  all  years  presented.

LA Bank, N.A. and Pioneer Bank N.A. were commercial banks headquartered in
Northeast Pennsylvania with approximately $570 million and $420 million,
respectively, in assets at December 31, 1999, and twenty-two and eighteen branch
offices, respectively, in five counties.  Immediately following the Lake Ariel
and Pioneer Holding Company mergers described above, the Company was the
surviving holding company for NBT Bank, LA Bank, N.A., Pioneer American Bank,
N.A. and NBT Financial Services, Inc.   On November 10, 2000, LA Bank, N.A.
changed its name to Pennstar.  On December 9, 2000, Pioneer American Bank, N.A.
was merged into Pennstar.  On March 16, 2001, Pennstar was merged with and into
the Bank and became a division of the Bank.

On  May  5, 2000, the Company consummated the acquisition of M. Griffith, Inc. a
Utica,  New  York  based securities firm offering investment, financial advisory
and  asset-management  services, primarily in the Mohawk Valley region.  At that
time,  M.  Griffith,  Inc.,  a  full-service  broker/dealer  and  a  Registered
Investment  Advisor,  became  a  wholly-owned  subsidiary of NBT Financial.  The
acquisition  was  accounted  for  using  the purchase method.  As such, both the
assets  acquired  and liabilities assumed have been recorded on the consolidated
balance  sheet  of  the  Company  at  estimated  fair  value  as  of the date of
acquisition.  M.  Griffith,  Inc.'s,  results  of operations are included in the
Company's consolidated statement of income from the date of acquisition forward.
To  complete the transaction, the Company issued approximately 421,000 shares of
its  common stock, valued at $4.8 million.  Goodwill, representing the cost over
net  assets  acquired,  was  $3.4  million  and was being amortized prior to the
adoption  of  SFAS  No.  142  on  January  1,  2002  over  fifteen  years  on  a
straight-line  basis.

On June 2, 2000, Pennstar, purchased two branches from Mellon Bank.  Deposits
from the Mellon Bank branches were approximately $36.7 million, including
accrued interest payable.  In addition, the Company received approximately $32.2
million in cash as consideration for net liabilities assumed.  The acquisition
was accounted for using the purchase method.  As such, both the assets acquired
and liabilities assumed have been recorded on the consolidated balance sheet of
the Company at estimated fair value as of the date of the acquisition.
Unidentified intangible assets, accounted for in accordance with SFAS No. 72,
and representing the excess of cost over net assets acquired, was $4.3 million
and is being amortized over 15 years on the straight-line basis.  The branches'
results of operations are included in the Company's consolidated statement of
income from the date of acquisition forward.

On November 10, 2000, Pennstar purchased six branches from Soverign Bank.
Deposits from the Soverign Bank branches were approximately $96.8 million,
including accrued interest payable.  Pennstar also purchased commercial loans
associated with the branches with a net book balance of $42.4 million.  In
addition, the Company received $40.9 million in cash consideration for net
liabilities assumed.  The acquisition was accounted for using the purchase
method.  As such, both the assets acquired and liabilities assumed have been
recorded on the consolidated balance sheet of the Company at estimated fair
value as of the date of the acquisition.  Unidentified intangible assets,
accounted for in accordance with SFAS No. 72, and representing the excess of
cost over net assets acquired, was $12.7 million and is being amortized over 15
years on a straight-line basis.  The branches' results of operations are
included in the Company's consolidated statement of income from the date of
acquisition forward.

In August 1999, CNB purchased five branches from Astoria Federal Savings and
Loan Association (Astoria).  Deposits from the Astoria branches were
approximately $156.5 million, including accrued interest payable.  CNB also
purchased approximately $3.7 million in branch related assets, primarily the


                                       15
<PAGE>
real and personal property associated with the branches, cash at the branches,
as well as a limited amount of deposit related loans.  In addition, CNB received
$133.9 million in cash in consideration for net liabilities assumed.  The
acquisition was accounted for using the purchase method.  As such, both the
assets acquired and liabilities assumed have been recorded on the consolidated
balance sheet of the Company at estimated fair value as of the date of the
acquisition. Unidentified intangible assets, accounted for in accordance with
SFAS No. 72, and representing the excess of cost over net assets acquired, was
$19.9 million and is being amortized over 15 years on a straight-line basis.
The branches' results of operations are included in the Company's consolidated
statement of income from the date of acquisition forward.

During  2001,  the  following  merger, acquisition and reorganization costs were
recognized:

     Professional fees                $ 5,956
     Data processing                    2,092
     Severance                          3,270
     Branch closings                    2,412
     Advertising and supplies             313
     Hardware and software writeoffs      402
     Miscellaneous                        877
                                      -------
                                      $15,322
                                      =======

With the exception of hardware and software writeoffs and certain branch closing
costs, all of the above costs have been or will be paid through normal cash flow
from operations. At December 31, 2001, after payments of certain merger,
acquisition and reorganization costs, the Company had a remaining accrued
liability for merger, acquisition and reorganization costs incurred during 2001
as follows:

     Professional fees         $2,009
     Data processing              241
     Severance                  3,074
     Branch closings            1,601
     Advertising and supplies     199
     Miscellaneous                455
                               ------
                               $7,579
                               ======

With  the  exception  of  certain  severance costs which will be paid out over a
period  of  time  consistent  with the respective service agreements, all of the
above  liabilities  are  expected  to  be  paid  during  2002.

During  2000,  the  following  merger, acquisition and reorganization costs were
recognized:

     Professional fees                $ 8,525
     Data processing                    2,378
     Severance                          7,278
     Branch closing                     1,736
     Advertising and supplies           1,337
     Hardware and software write-off    1,428
     Miscellaneous                        943
     ----------------------------------------
        Total                         $23,625
     ----------------------------------------


                                       16
<PAGE>
OVERVIEW

The following table summarizes income, income per share and key financial ratios
for the periods indicated in accordance with generally accepted accounting
principles (GAAP) as well as on a recurring basis. Non-recurring items are those
that the Company considers nonoperating in nature and include merger,
acquisition, and reorganization costs, net securities losses and gains, gain on
branch sales, deposit overdraft write-offs, and mark-to-market adjustments on
loans held for sale:

<TABLE>
<CAPTION>
                             YEAR ENDED DECEMBER 31, 2001 (IN 000'S, EXCEPT PER SHARE AMOUNTS)

                                                    ESTIMATED                  DILUTED
                                        PRE-TAX     TAX EFFECT   AFTER TAX       EPS
<S>                                   <C>           <C>          <C>         <C>
GAAP Net Income                       $     4,279          542       3,737         0.11
                                      ------------  -----------  ----------  -----------
Merger, Acquisition, &
  Reorganization Costs                     15,322        4,102      11,220         0.34
Net Securities Losses                       7,692        2,795       4,897         0.15
Gain on Branch Sale                        (1,367)        (487)       (880)       (0.03)
Certain Deposit Overdraft Write-offs        2,125          757       1,368         0.04
Certain mark-to-market adjustment on
  loans held for sale                          50           18          32            -
                                      ------------  -----------  ----------  -----------
                                           23,822        7,185      16,637         0.50
                                      ------------  -----------  ----------  -----------
Recurring Net Income                  $    28,101        7,727      20,374         0.61
                                      ============  ===========  ==========  ===========


                             YEAR ENDED DECEMBER 31, 2000 (IN 000'S, EXCEPT PER SHARE AMOUNTS)

                                                    ESTIMATED                  DILUTED
                                        PRE-TAX     TAX EFFECT   AFTER TAX       EPS

GAAP Net Income                       $    20,682        6,528      14,154         0.44
                                      ------------  -----------  ----------  -----------
Merger, Acquisition, &
  Reorganization Costs                     23,625        5,828      17,797         0.55
Net Securities Losses                       2,273          837       1,436         0.04
Certain mark-to-market adjustment on
  loans held for sale                         117           48          69            -
                                      ------------  -----------  ----------  -----------
                                           26,015        6,713      19,302         0.59
                                      ------------  -----------  ----------  -----------
Recurring Net Income                  $    46,697       13,241      33,456         1.03
                                      ============  ===========  ==========  ===========


                             YEAR ENDED DECEMBER 31, 1999 (IN 000'S, EXCEPT PER SHARE AMOUNTS)

                                                    ESTIMATED                  DILUTED
                                        PRE-TAX     TAX EFFECT   AFTER TAX       EPS

GAAP Net Income                       $    48,625       16,033      32,592         1.00
                                      ------------  -----------  ----------  -----------
Merger, Acquisition, &
  Reorganization Costs                        835          276         559         0.02
Net Securities Gains                       (1,000)        (330)       (670)       (0.02)
Certain mark-to-market adjustment on
  Loans held for sale                        (341)        (113)       (228)       (0.01)
                                      ------------  -----------  ----------  -----------
                                             (506)        (167)       (339)       (0.01)
                                      ------------  -----------  ----------  -----------
Recurring Net Income                  $    48,119       15,866      32,253         0.99
                                      ============  ===========  ==========  ===========
</TABLE>


                                       17
<PAGE>
The Company had net income of $3.7 million or $0.11 per diluted share for 2001,
compared to net income of $14.2 million or $0.44 per diluted share for 2000.
Included in 2001 net income were merger, acquisition and reorganization costs,
net securities losses, gain on a branch sale, certain deposit overdraft
write-offs, and other non-operating transactions.  These items totaled $23.8
million ($16.6 million after-tax, or $0.50 per diluted share) compared to $26.0
million ($19.3 million after-tax, or $0.59 per diluted share) of similar items
in 2000. During 2001, costs related to merger, acquisition and reorganization
activities totaled $15.3 million ($11.2 million after-tax, or $0.34 per diluted
share) and net securities losses totaled $7.7 million ($4.9 million after-tax,
or $0.15 per diluted share) compared to $23.6 million ($17.8 million after-tax,
or $0.55 per diluted share) related to merger, acquisition and reorganization
activities and $2.3 million ($1.4 million after tax, or $0.04 per diluted share)
in net securities loss in 2000 (see "Securities and Corresponding Interest and
Dividend Income" for further discussion related to net securities losses).

Recurring net income, which excludes the after tax effect of costs related to
merger, acquisition and reorganization activities, net securities transactions,
as well as other non-operating transactions, was $20.4 million, or $0.61 per
diluted share, for 2001 compared to $33.5 million, or $1.03 per diluted share,
for 2000.  The decrease in recurring net income resulted primarily from a $31.9
million ($19.9 million after tax, or $0.60 per diluted share) provision for loan
and lease losses in 2001 compared to a provision of $10.1 million ($6.4 million
after-tax, or $0.20 per diluted share) for 2000 (see "Credit Risk" for further
discussion related to the provision for loan and lease losses). Additionally,
recurring net income for 2001 was negatively affected by a $3.5 million charge
($2.3 million after tax, or $0.07 per diluted share) for the
other-than-temporary impairment of the residual value of leased automobiles
compared to a charge of $.6 million ($.4 million after tax, or $0.01 per diluted
share) in the prior year (see "Loans and Leases and Corresponding Interest and
Fees on Loans and Leases" for further discussion related to the
other-than-temporary impairment of the residual value of leased automobiles).

Net interest income for 2001 increased 8.3% to $137.9 million compared to $127.4
million in 2000.  The net interest margin for 2001 and 2000 was 4.19% and 4.02%,
respectively. The increase in net interest income and net interest margin
continues to be attributable primarily to the decline in the Company's cost of
funds period-over-period, combined with growth in the average loan portfolio.
For 2001, noninterest income, excluding net securities losses and gain on the
sale of a branch building, totaled $30.5 million compared to $24.9 million for
2000, an increase of 22.5%.  Service charges on deposit accounts, ATM fees,
banking fees, broker/dealer fees and insurance commissions primarily contributed
to the increase in noninterest income. For 2001, noninterest expense, excluding
nonrecurring items such as merger, acquisition and reorganization costs and
certain deposit overdraft charge-offs, increased $12.9 million, or 13.5%, to
$108.4 million from $95.5 million in 2000. Included in the increase in
noninterest expense for 2001 was a $3.5 million charge for the
other-than-temporary impairment of the residual value of leased automobiles
compared to a charge of $.6 million in 2000. The remaining increase in
noninterest expense of $10.0 million was primarily related to the required
service and support of our growth.

Net income for 2000 decreased to $14.2 million, or $0.44 per diluted share,
compared to net income of $32.6 million, or $1.00 per diluted share for 1999.
Included in 2000 net income were merger, acquisition and reorganization costs,
net securities losses, and other nonoperating transactions.  These items totaled
$26.0 million ($19.3 million after-tax, or $0.59 per diluted share) compared to
$0.5 million ($0.3 million after-tax, or $0.01 per diluted share) of similar
items in 1999. Recurring net income for 2000 was $33.5 million, up $1.2 million
compared to recurring net income of $32.3 million in 1999.


                                       18
<PAGE>
ASSET/LIABILITY  MANAGEMENT

The Company attempts to maximize net interest income, and net income, while
actively managing its liquidity and interest rate sensitivity through the mix of
various core deposit products and other sources of funds, which in turn fund an
appropriate mix of earning assets.  The changes in the Company's asset mix and
sources of funds, and the resultant impact on net interest income, on a fully
tax equivalent basis, are discussed below.

TABLE 1
Average Balances and Net Interest Income
The following table includes the condensed consolidated average balance sheet,
an analysis of interest income/expense and average yield/rate for each major
category of earning assets and interest bearing liabilities on a taxable
equivalent basis. Interest income for tax-exempt securities and loans and leases
has been adjusted to a taxable-equivalent basis using the statutory Federal
income tax rate of 35%.

<TABLE>
<CAPTION>
                                                     2001                           2000                          1999

                                        AVERAGE               YIELD/    Average              YielD/  Average               Yield/
(dollars in thousands)                  BALANCE    INTEREST    RATE    Balance    Interest   Rate    Balance    Interest    Rate
----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>        <C>     <C>         <C>        <C>    <C>         <C>        <C>
ASSETS
Short-term interest bearing
  accounts                             $   11,324  $     569   5.02%  $   15,031  $     937  6.23%  $   30,846  $   1,514    4.91%
Securities available for sale (2)         933,122     61,857   6.63    1,017,617     70,918  6.97      899,211     60,907    6.77
Securities held to maturity (2)            99,835      6,644   6.65      117,513      8,086  6.88      154,093     10,109    6.56
Securities trading                          5,253        649  12.35          216          8  3.70            -          -       -
Investment in FRB and
  FHLB Banks                               23,926      1,555   6.50       31,274      2,254  7.21       29,209      1,944    6.66
Loans and leases(1)                     2,312,740    188,053   8.13    2,092,191    182,254  8.71    1,773,159    150,524    8.49
                                       ----------  ---------          ----------  ---------         ----------  ---------
Total earning assets                    3,386,200    259,327   7.66    3,273,842    264,457  8.08    2,886,518    224,998    7.79
                                                   ---------                      ---------                     ---------
Other non-interest-earning assets         240,725                        182,749                       170,859
                                       ----------                     ----------                    ----------
TOTAL ASSETS                           $3,626,925                     $3,456,591                    $3,057,377
                                       ----------                     ----------                    ----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Money market deposit accounts          $  254,735      7,052   2.77   $  209,562      8,460  4.04   $  192,955      6,231    3.23
NOW deposit accounts                      348,964      5,032   1.44      307,969      5,951  1.93      280,438      4,902    1.75
Savings deposits                          427,102      9,385   2.20      403,106     10,511  2.61      383,617      9,682    2.52
Time deposits                           1,476,473     77,053   5.22    1,440,173     82,371  5.72    1,206,470     61,661    5.11
                                       ----------  ---------          ----------  ---------         ----------  ---------
  Total interest-bearing deposits       2,507,274     98,522   3.93    2,360,810    107,293  4.54    2,063,480     82,476    4.00
Short-term borrowings                     123,162      5,365   4.36      194,888     11,940  6.13      145,364      7,268    5.00
Long-term debt                            259,583     13,615   5.24      245,383     13,770  5.61      238,612     13,132    5.50
                                       ----------  ---------          ----------  ---------         ----------  ---------
  Total interest-bearing liabilities    2,890,019    117,502   4.07%   2,801,081    133,003  4.75%   2,447,456    102,876    4.20%
                                                   ---------                      ---------                     ---------
Demand deposits                           382,489                        348,443                       314,632
Other non-interest-bearing
  liabilities                              70,666                         53,018                        37,749
Stockholders' equity                      283,751                        254,049                       257,540
                                       ----------                     ----------                    ----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                $3,626,925                     $3,456,591                    $3,057,377
                                       ----------                     ----------                    ----------
  NET INTEREST INCOME                              $ 141,825                      $ 131,454                     $ 122,122
                                                   ---------                      ---------                     ---------
  NET INTEREST MARGIN                                          4.19%                         4.02%                           4.23%
                                                              ------                         -----                         -------
  Interest Rate Spread                                         3.59%                         3.33%                           3.59%
Taxable equivalent
   adjustment                                      $   3,893                      $   4,076                     $   4,149
                                                   ---------                      ---------                     ---------

<FN>
(1)  For purposes of these computations, nonaccrual loans are included in the
     average loan balances outstanding. The interest collected thereon is
     included in interest income based upon the characteristics of the related
     loans.

(2)  Securities are shown at average amortized cost. For purposes of these
     computations, nonaccrual securities are included in the average securities
     balances, but the interest collected thereon is is not included in interest
     income.
</TABLE>


                                       19
<PAGE>
NET  INTEREST  INCOME

On a tax equivalent basis, the Company's net interest income for 2001 was $141.8
million, up from $131.5 million for 2000. The Company's net interest margin
improved to 4.19% for 2001 from 4.02% for 2000. The improvement in net interest
income and net interest margin in 2001 were due primarily to two factors. First,
average earning assets increased from $3.3 billion in 2000 to $3.4 billion in
2001. The increase in average earning assets was due primarily to an increase in
average loans and leases, which increased $221.5 million from $2.1 billion in
2000 to $2.3 billion in 2001. Secondly, due to the falling interest rate
environment in 2001 and the Company's interest bearing liability sensitive
position, rates paid on interest bearing liabilities declined more rapidly than
the yield on earning assets. Rates paid on interest bearing liabilities
decreased 68 basis points ("bp") to 4.07% in 2001 from 4.75% in 2000 compared to
a 42 bp decrease in yield on earnings assets to 7.66% in 2001 from 8.08% in
2000.

The following table presents changes in interest income, on a FTE basis, and
interest expense attributable to changes in volume (change in average balance
multiplied by prior year rate), changes in rate (change in rate multiplied by
prior year volume), and the net change in net interest income. The net change
attributable to the combined impact of volume and rate has been allocated to
each in proportion to the absolute dollar amounts of change.

<TABLE>
<CAPTION>
TABLE 2
ANALYSIS OF CHANGES IN TAXABLE EQUIVALENT NET INTEREST INCOME
---------------------------------------------------------------------------------------------------
                                            INCREASE (DECREASE)             Increase (Decrease)
                                              2001 OVER 2000                  2000 over 1999
---------------------------------------------------------------------------------------------------
(in thousands)                          VOLUME     RATE       TOTAL     Volume     Rate     Total
---------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>        <C>        <C>       <C>       <C>
Short-term interest-bearing accounts   $  (206)  $   (162)  $   (368)  $  (914)  $   337   $  (577)
Securities available for sale           (5,708)    (3,353)    (9,061)    8,210     1,801    10,011
Securities held to maturity             (1,184)      (258)    (1,442)   (2,497)      474    (2,023)
Securities trading                         583         58        641         -         -         -
Investment in FRB and FHLB Banks          (493)      (206)      (699)      143       167       310
Loans and leases                        18,428    (12,629)     5,799    27,701     4,029    31,730
---------------------------------------------------------------------------------------------------
Total interest income                    8,889    (14,019)    (5,130)   31,054     8,405    39,459
---------------------------------------------------------------------------------------------------

Money market deposit accounts            1,590     (2,998)    (1,408)      571     1,658     2,229
NOW deposit accounts                       723     (1,642)      (919)      506       543     1,049
Savings deposits                           599     (1,725)    (1,126)      502       327       829
Time deposits                            2,036     (7,354)    (5,318)   12,825     7,885    20,710
Short-term borrowings                   (3,683)    (2,892)    (6,575)    2,812     1,860     4,672
Long-term debt                             772       (927)      (155)      377       261       638
---------------------------------------------------------------------------------------------------
Total interest expense                   4,113    (19,614)   (15,501)   15,880    14,247    30,127
---------------------------------------------------------------------------------------------------
CHANGE IN FTE NET INTEREST INCOME      $ 4,776   $  5,595   $ 10,371   $15,174   $(5,842)  $ 9,332
===================================================================================================
</TABLE>

Loans  and  leases  and  corresponding  interest  and  fees  on  loans

The average balance of loans and leases increased 9.5%, from $2.1 billion in
2000 to $2.3 billion in 2001.  The yield on average loans and leases decreased
from 8.71% in 2000 to 8.13% in 2001, as a falling interest rate environment
prevailed for much of 2001. Interest income from loans and leases increased
3.2%, from $182.3 million in 2000 to $188.1 million in 2001. The increase in
interest income from loans and leases was due to the increase in the average
balance of loans and leases of 9.5%, offset by a decrease in yield on loans and
leases in 2001 of 58 bp when compared to 2000.

Total loans and leases were $2.3 billion at December 31, 2001, up from $2.2
billion at December 31, 2000.  The increase in loans and leases was primarily in
the commercial and consumer loan types, as management continued to focus on
growth in these areas. Commercial and agricultural loans were $584.9 million at
December 31, 2001, up $41.8 million or 7.7% from December 31, 2000.  Consumer


                                       20
<PAGE>
loans also increased in 2001, from $357.8 million at December 31, 2000 to $387.1
million at December 31, 2001, an increase of $29.3 million or 8.2%.  Residential
real estate mortgages increased $20.8 million or 4.1% to $525.4 million at
December 31, 2001.  The increases in commercial, consumer and real estate
mortgage loans were offset by a $20.9 million or 4.2% decrease in commercial
real estate mortgages, from $498.0 million at December 31, 2000 to $477.1
million at December 31, 2001.


The following table reflects the loan and lease portfolio by major categories as
of December 31 for the years indicated:

<TABLE>
<CAPTION>
TABLE 3
COMPOSITION OF LOAN AND LEASE PORTFOLIO
-----------------------------------------------------------------------------------------------
December 31,                           2001        2000        1999        1998        1997
-----------------------------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>         <C>         <C>
(in thousands)
Residential real estate mortgages   $  525,411  $  504,590  $  521,684  $  494,783  $  456,310
Commercial real estate mortgages       477,102     498,040     469,283     395,268     347,443
Real estate construction and
 Development                            60,513      44,829      25,474      18,626      12,289
Commercial and agricultural            584,857     543,145     371,863     291,089     248,454
Consumer                               387,081     357,822     320,682     294,230     310,115
Home equity                            232,624     219,355     139,472     120,712     106,123
Lease financing                         72,048      79,874      76,002      43,486      23,524
-----------------------------------------------------------------------------------------------
Total loans and leases              $2,339,636  $2,247,655  $1,924,460  $1,658,194  $1,504,258
-----------------------------------------------------------------------------------------------
</TABLE>

Real estate mortgages consist primarily of loans secured by first or second
deeds of trust on primary residencies. Loans in the commercial and agricultural
category, as well as commercial real estate mortgages, consist primarily of
short-term and/or floating rate commercial loans made to small to medium-sized
companies. Consumer loans consist primarily of installment credit to individuals
secured by automobiles and other personal property including manufactured
housing. Manufactured housing loans totaled $41.4 million and $48.1 million at
December 31, 2001 and 2000, respectively, and were 10.7% and 13.4% of total
consumer loans at December 31, 2001 and 2000, respectively. These decreases from
2000 to 2001 are consistent with the Company's plan to de-emphasize loans
secured by manufactured housing.

Lease  Financing

The Company maintained an automobile lease financing portfolio totaling $72.0
million at December 31, 2001 and $79.9 million at December 31, 2000. Lease
receivables primarily represent automobile financing to customers through direct
financing leases and are carried at the aggregate of the lease payments
receivable and the estimated residual values, net of unearned income and net
deferred lease origination fees and costs.  Net deferred lease origination fees
and costs are amortized under the effective interest method over the estimated
lives of the leases. The estimated residual value related to the total lease
portfolio is reviewed quarterly, and if there has been a decline in the
estimated fair value of the residual that is judged by management to be
other-than-temporary, a loss is recognized. Adjustments related to such
other-than-temporary declines in estimated fair value are recorded with other
noninterest expenses in the consolidated statements of income. One of the most
significant risks associated with leasing operations is the recovery of the
residual value of the leased vehicles at the termination of the lease.  When a
lease receivable asset is recorded, included in this amount is the estimated
residual value of the leased vehicle at the termination of the lease.  At
termination, the lessor has the option to purchase the vehicle or may turn the
vehicle over to the Company.

The estimation of residual value is critical to the determination of the leasing
terms.  The Company currently utilizes published valuations for specific vehicle
types in order to determine estimated residual values.  However, from the date
of origination of the lease to the date of the termination of the lease,
valuations for used vehicles change.  The residual values included in lease
financing receivables totaled $52.4 million and $56.9 million at December 31,
2001 and 2000, respectively.


                                       21
<PAGE>
The Company has acquired residual value insurance protection in order to reduce
the risk related to a decline in the published values of used vehicles between
the date of origination and the date of the lease termination.  Residual value
insurance is designed to cover the difference between the industry-published
valuation for used vehicles at the termination of the lease, as compared to the
industry published valuation at the origination of the lease.

In 2001, the Company's then provider of this residual value insurance indicated
that they intended to change the source of the industry valuation for used
vehicles, which, in essence, reduced the insurance coverage and increased losses
the Company would realize upon disposition of the leased vehicles.  In January
2000, the Company changed its residual value insurance provider to a new
carrier.  However, residual value insurance coverage related to approximately
$25.0 million of the lease financing portfolio at December 31, 2001 is insured
by the former insurance carrier.  While the Company believes that the change in
the source of the industry-published valuation was not allowed under the terms
of the insurance policy, the insurance carrier's position has decreased the
amount of insurance coverage that would be available to the Company with respect
to this portfolio.

Notwithstanding the issue associated with the former insurance carrier, there is
an additional risk in the leasing business with respect to recovery of residual
values of leased vehicles.  While residual value insurance is designed to
protect against a drop in industry published values, and only to the extent of
any such decline, there remains a risk that the actual sales price for the
turned-in leased vehicles is less than the industry-published value.  The
Company experienced significant losses in 2001 because the amounts that
turned-in leased vehicles actually sold for was less than the published industry
values.

Throughout 2001, there has been significant weakness in the market for used
vehicles.  This general weakness was significantly exacerbated by the events of
September 11th as well as the extremely favorable financing opportunities
provided by large automakers for new vehicles.  This situation not only softened
the demand for used vehicles, but increased the supply.
This situation, coupled with the issue associated with the former insurance
carrier discussed above, resulted in an impairment of residual values, which is
other-than-temporary at December 31, 2001 and 2000.  Accordingly, the Company
recorded an other-than-temporary-impairment charge of $3.5 million in 2001 and
$664,000 in 2000. These charges were included in other noninterest expenses on
the consolidated statements of income. At December 31, 2001, the reserve related
to the other-than-temporary impairment of residual values totaled $3.7 million.

The estimation of the other-than-temporary-impairment charge was based upon the
current level of leased vehicles turned in as well as the mix of the leasing
portfolio between types of vehicles.  Currently, the Company has projected that
71% of its leased vehicles will be turned in.  At December 31, 2001,
approximately 37% of the Company's leasing portfolio is made up of sport utility
vehicles, or SUVs, which have experienced the greatest amount of declines in
values in the used market, as well as the highest turn-in rate.  Should the
amount of vehicle turn-ins increase or values for such used vehicles continue to
decline, the level of other-than-temporary impairment might be increased.

The following table, Maturities and Sensitivities of Certain Loans to Changes in
Interest Rates, are the maturities of the commercial and agricultural and real
estate and construction development loan portfolios and the sensitivity of loans
to interest rate fluctuations at December 31, 2001. Scheduled repayments are
reported in the maturity category in which the contractual payment is due.


                                       22
<PAGE>
<TABLE>
<CAPTION>
TABLE 4
MATURITIES AND SENSITIVITIES OF CERTAIN LOANS TO CHANGES IN INTEREST RATES
--------------------------------------------------------------------------
                                             AFTER ONE
                                              YEAR BUT     AFTER
REMAINING MATURITY AT            WITHIN    WITHIN FIVE      FIVE
DECEMBER 31, 2001              ONE YEAR          YEARS     YEARS     TOTAL
--------------------------------------------------------------------------
<S>                            <C>        <C>           <C>       <C>
(in thousands)
Floating/adjustable rate:
 Commercial and agricultural   $ 138,744  $     20,132  $ 35,567  $194,443
 Real estate construction
  and development                 18,522         5,675       477    24,674
--------------------------------------------------------------------------
  Total floating rate loans      157,266        25,807    36,044   219,117
--------------------------------------------------------------------------
Fixed Rate:
 Commercial and agricultural     234,546       104,443    51,425   390,414
 Real estate construction
  and development                  7,235        10,228    18,376    35,839
--------------------------------------------------------------------------
  Total fixed rate loans         241,781       114,671    69,801   426,253
--------------------------------------------------------------------------
 Total                         $ 399,047  $    140,478  $105,845  $645,370
==========================================================================
</TABLE>

Securities  and  corresponding  interest  and  dividend  income

The average balance of securities available for sale was $933.1 million, which
is a decrease of $84.6 million, or 8.3%, from $1.0 billion in 2000. The decrease
is primarily a result of proceeds from sales, maturities and pay-downs of
securities available for sale used to fund loan growth. The yield on average
securities available for sale was 6.63% in 2001 compared to 6.97% in 2000. The
decrease in the average balance of securities available for sale, coupled with
the decrease in yield, resulted in a decrease in interest income on securities
available for sale of $9.0 million, from $70.9 million in 2000 to $61.9 million
in 2001. The average balance of securities held to maturity was $99.8 million
during 2001, which is a decrease of $17.7 million, from $117.5 million in 2000.
As noted above, the decrease is primarily a result of proceeds from maturities
and pay-downs of securities held to maturity used to fund loan growth. The yield
on securities held to maturity was 6.65% in 2001 compared to 6.88% in 2000.
Interest income on securities held to maturity decreased $1.5 million, from $8.1
million in 2000 to $6.6 million during 2001.

The Company classifies its securities at date of purchase as either available
for sale, held to maturity or trading.  Held to maturity debt securities are
those that the Company has the ability and intent to hold until maturity.
Available for sale securities are recorded at fair value.  Unrealized holding
gains and losses, net of the related tax effect, on available for sale
securities are excluded from earnings and are reported in stockholders' equity
as a component of accumulated other comprehensive income or loss.  Held to
maturity securities are recorded at amortized cost.  Trading securities are
recorded at fair value, with net unrealized gains and losses recognized
currently in income.  Transfers of securities between categories are recorded at
fair value at the date of transfer.  A decline in the fair value of any
available for sale or held to maturity security below cost that is deemed
other-than-temporary is charged to earnings resulting in the establishment of a
new cost basis for the security.  Securities with an other-than-temporary
impairment are generally placed on nonaccrual status.

Non-marketable equity securities are carried at cost, with the exception of
small business investment company (SBIC) investments, which are carried at fair
value in accordance with SBIC rules.

Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to yield using the interest method.  Dividend and
interest income are recognized when earned.  Realized gains and losses on
securities sold are derived using the specific identification method for
determining the cost of securities sold.


                                       23
<PAGE>
The Company recorded a $8.3 million, $3.5 million and $1.4 million pre-tax
charge during 2001, 2000 and 1999, respectively, related to estimated
other-than-temporary impairment of certain securities classified as available
for sale.  The charges were recorded in net security (losses) gains on the
consolidated statements of income.  The securities with other-than-temporary
impairment charges at December 31, 2001 had remaining carrying values totaling
$4.5 million, are classified as securities available for sale and are on the
non-accrual status.

Approximately, $1.4 million of the $3.5 million other-than-temporary impairment
charge in 2000 related to the Company's decision in late 2000 to sell certain
debt securities with an amortized cost of $21.7 million.  As a result of the
decision to immediately sell these securities, they were considered to be
other-than-temporarily impaired.  These securities were sold in early January
2001 at a loss approximating the other-than-temporary impairment charge recorded
in 2000.  These securities were presented on the Company's December 31, 2000
consolidated balance sheet as trading securities.  The remaining securities with
other-than-temporary impairment charges at December 31, 2000 had carrying values
totaling $1.4 million, and at December 31, 2000, were classified as securities
available for sale and were on non-accrual status.

The  following  table  presents  the amortized cost and fair market value of the
securities  portfolio  as  of  December  31  for  the  years  indicated.

<TABLE>
<CAPTION>
TABLE 5
SECURITIES PORTFOLIO

As of December 31,                                     2001                  2000                 1999
-------------------------------------------------------------------------------------------------------------
                                              AMORTIZED     FAIR    Amortized     Fair    Amortized     Fair
(in thousands)                                   COST      VALUE       Cost      Value       Cost      Value
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>         <C>       <C>         <C>       <C>         <C>
Securities Available for Sale:
 U.S. Treasury                               $   12,392  $ 11,757  $   16,392  $ 15,924  $   16,369  $ 14,473
 Federal Agency and mortgage-backed             524,101   530,613     580,934   578,625     632,360   602,684
 State & Municipal, collateralized
 mortgage obligations and other securities      366,325   366,971     342,811   342,208     387,848   377,335
-------------------------------------------------------------------------------------------------------------
   Total securities available for sale       $  902,818  $909,341  $  940,137  $936,757  $1,036,577  $994,492
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
Trading Securities                           $      126  $    126  $   20,540  $ 20,540  $        -  $      -
-------------------------------------------------------------------------------------------------------------

Securities Held to Maturity:
 Federal Agency and mortgage-backed              36,733    36,623      46,376    45,528      51,578    48,568
 State & Municipal                               64,715    64,715      63,992    64,260      61,730    60,569
 Other securities                                   156       157          47        47          10        10
-------------------------------------------------------------------------------------------------------------
 Total securities held to maturity           $  101,604  $101,495  $  110,415  $109,835  $  113,318  $109,147
=============================================================================================================
</TABLE>

Included in collateralized mortgage obligations and other securities in the
securities available for sale portfolio at December 31, 2001, are three
securities that management believes are other-than-temporarily impaired. For the
year ended December 31, 2001, the Company wrote-down these securities a total of
$6.0 million. The remaining carrying value and the estimated fair value of these
three securities is $4.5 million at December 31, 2001, which management will
continue to monitor for additional other-than-temporary impairment. These
securities are not accruing interest at December 31, 2001. Also during 2001, the
Company recorded $2.3 million of other-than-temporary impairment charges related
to securities which were sold prior to year end 2001.


                                       24
<PAGE>
The following tables summarize the securities considered to be
other-than-temporarily impaired (OTTI) at December 31, 2001:


(in thousands)                   AMORTIZED
SECURITY TYPE:                   COST AND     OTTI
                                FAIR VALUE   CHARGE
                               -----------  -------
Asset backed securities        $     1,820  $ 1,680
Private issue collateralized
mortgage obligation                  2,680    4,021
Corporate debt  security                 -      300
                               -----------  -------
Total                          $     4,500  $ 6,001
                               ===========  =======

Also included in collateralized mortgage obligations and other securities in the
securities available for sale portfolio at December 31, 2001, are certain
securities previously held by the recently acquired CNB. These securities
contain a higher level of credit risk when compared to securities held in the
Company's investment portfolio because they are not guaranteed by a governmental
agency. The Company's general practice is to purchases collateralized mortgage
obligations and mortgaged-backed securities that are guaranteed by a
governmental agency coupled with a strong credit rating, typically AAA, issued
by Moody's or Standard and Poors.  At December 31, 2001, these securities fair
value were not significantly below amortized cost and did not demonstrate other
characteristics that would result in a other-than-temporary impairment
classification. Management cannot, however, predict the extent to which economic
conditions may worsen or other factors may impact these securities. Accordingly,
there can be no assurance that these securities will not become
other-than-temporarily impaired in the future.

The following tables summarize the securities containing a higher level of
credit risk at December 31, 2001:

(in thousands)                   AMORTIZED   FAIR
SECURITY TYPE:                     COST      VALUE
                                ----------  -------
Asset backed securities         $   30,571  $30,375
Private issue collaterallized
mortgage obligation                  6,488    6,462
Private issue mortgage-backed
securities                           1,642    1,668
                                ----------  -------
Total                           $   38,701  $38,505
                                ==========  =======

The Company has certain embedded derivative instruments related to two debt
securities that have returns linked to the performance of the NASDAQ 100 index.
Management determined that these debt securities do not qualify for hedge
accounting under SFAS No. 133 (see Impact of New Accounting Standards).  The
embedded derivatives have been separated from the underlying host instruments
for financial reporting purposes and accounted for at fair value. During the
year ended December 31, 2001, the Company recorded $640,000 of net losses
related to the adjustment of the embedded derivatives to estimated fair value
($159,000 of which was recorded on January 1, 2001 upon the adoption of SFAS No.
133), which was recorded in net gain (loss) on securities transactions on the
consolidated statement of income.  As of December 31, 2001, the embedded
derivatives related to the debt securities linked to the NASDAQ 100 index had no
fair value. The two debt securities are available for sale and classified as
other securities. At December 31, 2001, the total amortized cost and estimated
fair value of these two debt securities was $6.2 million. The two debt
securities were sold in 2002 at amounts approximating their carrying values at
December 31, 2001.


                                       25
<PAGE>
FUNDING SOURCES AND CORRESPONDING INTEREST EXPENSE

The Company utilizes traditional deposit products such as time, savings, NOW,
money market, and demand deposits as its primary source for funding.  Other
sources, such as short-term FHLB advances, federal funds purchased, securities
sold under agreements to repurchase, brokered time deposits, and long-term FHLB
borrowings are utilized as necessary to support the Company's growth in assets
and to achieve interest rate sensitivity objectives.  The average balance of
interest-bearing liabilities increased $88.9 million, or 3.2 %, from $2.8
billion in 2000 to $2.9 billion in 2001.  The rate paid on interest-bearing
liabilities decreased from 4.75% in 2000 to 4.07% in 2001.  The decrease in the
rate paid on interest bearing liabilities, offset by the increase in the average
balance, caused a decrease in interest expense of  $15.5 million, or 11.7%, from
$133.0 million in 2000 to $117.5 million in 2001.

Deposits

Average interest bearing deposits increased $146.5 million, or 6.2%, during
2001, to $2.5 billion. The increase is due primarily to the full year effect in
2001 on average interest bearing deposits related to branch acquisitions in June
and November of 2000 as well as the FNB acquisition in June 2001. The Company
assumed $133.7 million in deposit liabilities in conjunction with those branch
acquisitions. Additionally, the Company completed the acquisition of First
National Bancorp, Inc. in June of 2001 and assumed approximately $94 million in
interest bearing liabilities. The Company's core deposit mix improved in 2001.
The average balance of NOW, Money Market Deposit Accounts ("MMDA"), and savings
comprised 41.1% of average interest bearing deposits in 2001 compared to 39.9%
in 2000. The average balance of demand deposits increased $34.1 million, or
9.8%, from $348.4 million in 2000 to $382.5 million in 2001. The ratio of
average demand deposits to total average deposits increased from 10.6% in 2000
to 11.3% in 2001.

The improvement in the Company's deposit mix noted above, combined with the
falling interest rate environment prevalent in 2001, resulted in a decrease in
the rate paid on interest bearing liabilities of 61 bp, from 4.54% in 2000 to
3.93% in 2001. The average rate paid on MMDAs, which are very sensitive to
changes in interest rates, declined 127 bp from 4.04% in 2000 to 2.77% in 2001.
The rate paid on average time deposits decreased 50 bp, from 5.72% in 2000 to
5.22% in 2001. The decrease in the rate paid on average time deposits, combined
with a change in the ratio of average time deposits to total average interest
bearing deposits from 61.0% in 2000 to 58.9% in 2001, resulted in a $5.3 million
decrease in interest expense paid on time deposits, from $82.4 million in 2000
to $77.1 million in 2001.

The Company will continue to emphasize developing strong customer relationships
to strengthen our core deposit base in 2002. The Company does not anticipate
deposit growth in 2002, due mainly to planned branch divestitures. To counter
the anticipated decrease in deposits, the Company will utilize alternative
sources of funding, such as brokered deposits and wholesale funding.

The following table presents the maturity distribution of time deposits of
$100,000 or more at December 31, 2001:


     TABLE 6
     MATURITY DISTRIBUTION OF TIME DEPOSITS OF $100,000 OR MORE
     ---------------------------------------------------------------------
     December 31,                                                     2001
     ---------------------------------------------------------------------
     (in thousands)
     Within three months                                          $288,913
     After three but within six months                              81,999
     After six but within twelve months                             76,458
     After twelve months                                           111,252
     ---------------------------------------------------------------------
     Total                                                        $558,622
     =====================================================================


                                       26
<PAGE>
Borrowings

Average short-term borrowings decreased from $194.9 million in 2000 to $123.2
million in 2001.  Consistent with the decreasing interest rate environment
during 2001, the average rate paid also decreased from 6.13% in 2000 to 4.36% in
2001.  The decrease in the average balance combined with the decrease in the
average rate paid caused interest expense on short-term borrowings to decrease
$6.5 million from $11.9 million in 2000 to $5.4 million in 2001.  Average
long-term debt increased $14.2 million, from $245.4 million in 2000 to $259.6
million in 2001. The increase in long-term debt combined with a decrease in
short-term borrowings was a result of limiting the Company's liability sensitive
position to rising interest rates.

Short-term borrowings consist of Federal funds purchased and securities sold
under repurchase agreements, which generally represent overnight borrowing
transactions, and other short-term borrowings, primarily Federal Home Loan Bank
(FHLB) advances, with original maturities of one year or less.  The Company has
unused lines of credit and access to brokered deposits available for short-term
financing of approximately $767 million and $555 million at December 31, 2001
and 2000, respectively.  Securities collateralizing repurchase agreements are
held in safekeeping by non-affiliated financial institutions and are under the
Company's control. Long-term debt, which is comprised primarily of FHLB
advances, are collateralized by the FHLB stock owned by the Company, certain of
its mortgage-backed securities and a blanket lien on its residential real estate
mortgage loans.

RISK MANAGEMENT

CREDIT RISK

Credit risk is managed through a network of loan officers, credit committees,
loan policies, and oversight from the senior credit officers and Board of
Directors.  Management follows a policy of continually identifying, analyzing,
and grading credit risk inherent in each loan portfolio.  An ongoing independent
review, subsequent to management's review, of individual credits in the
commercial loan portfolio is performed by the independent loan review function.
These components of the Company's underwriting and monitoring functions are
critical to the timely identification, classification, and resolution of problem
credits.


                                       27
<PAGE>
<TABLE>
<CAPTION>
Nonperforming Assets

TABLE 7
NONPERFORMING ASSETS
-----------------------------------------------------------------------------------------------------
December 31,                                           2001      2000      1999      1998      1997
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>       <C>       <C>       <C>       <C>
(dollars in thousands)
Nonaccrual loans:
  Commercial and agricultural and
    commercial real estate                           $31,372   $14,054   $ 9,519   $ 7,819   $ 8,395
  Real estate mortgages                                5,119       647       618       744       692
  Consumer                                             3,719     2,402     2,671     3,106     1,406
-----------------------------------------------------------------------------------------------------
Total nonaccrual loans                                40,210    17,103    12,808    11,669    10,493
-----------------------------------------------------------------------------------------------------
Loans 90 days or more past due and still accruing:
  Commercial and agricultural
    and commercial real estate                           198     4,523     1,201     1,365     2,202
  Real estate mortgages                                1,844     3,042       641       761       244
  Consumer                                               933       865       906     1,908     4,164
-----------------------------------------------------------------------------------------------------
Total loans 90 days or more past due
  and still accruing                                   2,975     8,430     2,748     4,034     6,610
-----------------------------------------------------------------------------------------------------
Restructured loans                                       603       656     1,014     1,247     2,877
-----------------------------------------------------------------------------------------------------
Total nonperforming loans                             43,788    26,189    16,570    16,950    19,980
-----------------------------------------------------------------------------------------------------
Other real estate owned                                1,577     1,856     2,696     4,070     3,470
-----------------------------------------------------------------------------------------------------
Total nonperforming loans and
  other real estate owned                             45,365    28,045    19,266    21,020    23,450
-----------------------------------------------------------------------------------------------------
Nonperforming securities                               4,500     1,354     1,535         -         -
-----------------------------------------------------------------------------------------------------
Total nonperforming loans, securities,
  and other real estate owned                        $49,865    29,399    20,801    21,020    23,450
=====================================================================================================
Total nonperforming loans to loans and leases           1.87%     1.17%     0.86%     1.02%     1.33%
Total nonperforming loans and
  other real estate owned to total assets               1.25%     0.78%     0.58%     0.73%     0.88%
Total nonperforming loans, securities, and other
  real estate owned to total assets                     1.37%     0.82%     0.63%     0.73%     0.88%
Total allowance for loan and lease losses
  to nonperforming loans                              102.19%   124.07%   170.43%   157.02%   124.26%
=====================================================================================================
</TABLE>

The allowance for loan and lease losses is maintained at a level estimated by
management to provide adequately for risk of probable losses inherent in the
current loan and lease portfolio.  The adequacy of the allowance for loan losses
is continuously monitored. It is assessed for adequacy using a methodology
designed to ensure the level of the allowance reasonably reflects the loan and
lease portfolio's risk profile.  It is evaluated to ensure that it is sufficient
to absorb all reasonably estimable credit losses inherent in the current loan
and lease portfolio.

Management considers the accounting policy relating to the allowance for loan
and lease losses to be a critical accounting policy given the inherent
uncertainty in evaluating the levels of the allowance required to cover credit
losses in the portfolio and the material effect that such judgements can have on
the consolidated results of operations.

For purposes of evaluating the adequacy of the allowance, the Company considers
a number of significant factors that affect the collectibility of the portfolio.
For individually analyzed loans, these include estimates of loss exposure, which
reflect the facts and circumstances that affect the likelihood of repayment of
such loans as of the evaluation date.  For homogeneous pools of loans and
leases, estimates of the Company's exposure to credit loss reflect a thorough
current assessment of a number of factors, which could affect collectibility.
These factors include: past loss experience; size, trend, composition, and
nature; changes in lending policies and procedures, including underwriting



                                       28
<PAGE>
standards and collection, charge-off and recovery practices; trends experienced
in nonperforming and delinquent loans; current economic conditions in the
Company's market; portfolio concentrations that may affect loss experienced
across one or more components of the portfolio; the effect of external factors
such as competition, legal and regulatory requirements; and the experience,
ability, and depth of lending management and staff.  In addition, various
regulatory agencies, as an integral component of their examination process,
periodically review the Company's allowance for loan and lease losses.  Such
agencies may require the Company to recognize additions to the allowance based
on their examination.

After a thorough consideration of the factors discussed above, any required
additions to the allowance for loan and lease losses are made periodically by
charges to the provision for loan and lease losses. These charges are necessary
to maintain the allowance at a level which management believes is reasonably
reflective of overall inherent risk of probable loss in the portfolio. While
management uses available information to recognize losses on loans and leases,
additions to the allowance may fluctuate from one reporting period to another.
These fluctuations are reflective of changes in risk associated with portfolio
content and/or changes in management's assessment of any or all of the
determining factors discussed above.

<TABLE>
<CAPTION>
TABLE 8
ALLOWANCE FOR LOAN AND LEASE LOSSES
-----------------------------------------------------------------------------------------------
(dollars in thousands)                           2001      2000      1999      1998      1997
-----------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>       <C>       <C>
Balance at January 1                           $32,494   $28,240   $26,615   $24,828   $23,420
Loans charged-off:
 Commercial and agricultural                    17,097     3,949     2,737     2,794     1,924
 Real estate mortgages                             783     1,007     1,165     1,139       914
 Consumer                                        4,491     2,841     2,808     2,796     3,163
-----------------------------------------------------------------------------------------------
   Total loans and leases charged-off           22,371     7,797     6,710     6,729     6,001
-----------------------------------------------------------------------------------------------
Recoveries:
 Commercial and agricultural                     1,063       503       367       529     1,197
 Real estate mortgages                             122       141       198       152       109
 Consumer                                        1,004       739       874       913     1,008
-----------------------------------------------------------------------------------------------
   Total recoveries                              2,189     1,383     1,439     1,594     2,314
-----------------------------------------------------------------------------------------------
   Net loans and leases charged-off             20,182     6,414     5,271     5,135     3,687
Allowance related to purchase
   acquisitions                                    505       525         -         -         -
Provision for loan and lease losses             31,929    10,143     6,896     6,922     5,095
-----------------------------------------------------------------------------------------------
Balance at December 31                         $44,746   $32,494   $28,240   $26,615   $24,828
===============================================================================================
Allowance for loan and lease losses to loans
 and leases outstanding at end of year            1.91%     1.45%     1.47%     1.61%     1.65%
Net charge-offs to average loans and leases
 outstanding                                      0.87%     0.31%     0.30%     0.33%     0.26%
===============================================================================================
</TABLE>

Several significant risk factors impacted the allowance for loan and lease
losses, the provision for loan and lease losses, net loan and lease charge-offs
(net charge offs) and non-performing loans and leases in 2001.  During 2001 the
Company continued to increase its loan and lease portfolio with particular
emphasis in commercial and consumer lending.  Commercial and consumer lending
inherently possess higher credit risk as compared to many other loan types such
as residential real estate lending.  As discussed above, the commercial and
agricultural loan portfolio increased $41.7 million or 7.7% from December 31,
2000 to December 31, 2001, and makes up 25.0% of the total loan and lease
portfolio at December 31, 2001 as compared to 24.1% at December 31, 2000 and
19.3% at December 31, 1999.  The consumer loan portfolio grew $29.3 million or


                                       29
<PAGE>
8.2% from December 31, 2000 to December 31, 2001 and now makes up 16.6% of the
total loan portfolio at December 31, 2001 as compared to 15.9% at December 31,
2000 and 16.6% at December 31, 1999.  See Table 3 for the Composition of the
Loan Portfolio.

The Company's strategic focus on loan growth, particularly in commercial
lending, was also a focus of the banks acquired by the Company in 2001 and 2000;
CNB Bank, LA Bank, NA and Pioneer American Bank, NA (see also Mergers and
Acquisition). These acquired banks underwrote numerous commercial related loans
prior to merging with the Company, based upon their respective underwriting
processes and analysis, including several larger credits which have become
non-performing in 2001.  Additionally, CNB Financial significantly increased its
consumer loan portfolio in recent years.  Accordingly, the Company's loan growth
in general, in particular the growth in higher credit risk loan types, combined
with the fact that the recently acquired banks appeared to have used generally
less conservative underwriting and monitoring standards increased the inherent
risk of loss in the loan and lease portfolio.

As the Company's loan and lease portfolio has continued to grow and the loan mix
has continued to move in the direction of higher credit risk, the economy in the
Company's market areas took a dramatic turn for the worse in 2001, especially in
the second half of 2001.  This sudden economic down turn came at a particularly
bad time for the Company given the recent growth in the Company's higher credit
risk loan types. The recession experienced in the Company's market areas is
consistent with what has been experienced by the national economy throughout
2001 and has resulted in, among other things, significant reductions in many
borrowers' revenues and cash flows as well as reduced valuations for certain
real estate and other collateral.  In fact, certain large commercial
relationships in the Company's portfolio reported significant deterioration in
the later part of 2001, primarily due to the economic recession.


Additionally, as noted above, the recently acquired banks appeared to have
generally less conservative underwriting and monitoring standards that made
certain of the relationships originated by these acquired banks more susceptible
to being negatively impacted by the 2001 economic downturn.

During 2001, the Company completed the integration process with respect to the
Pennstar banking division (formerly LA Bank, N.A. and Pioneer American Bank
N.A.) and has made significant progress in its integration efforts with the
recently merged CNB banking division.  The integration process included bringing
these banking divisions' credit administration practices in line with the Bank's
policies, adopting the Bank's credit risk grading system, and upgrading numerous
commercial real estate and other collateral appraisals. At December 31, 2001,
the credit administration function of the Pennstar and CNB banking divisions,
including workout and collections, has been consolidated and standardized using
the Bank model, and key personnel from the Bank's commercial lending area have
been installed at Pennstar and CNB to oversee the lending operations of the
respective divisions.

As a result of the economic downturn, and the integration processes with respect
to recently merged banks discussed above, the Company performed an extensive
review of its loan portfolio during 2001.  This review focused on consistency in
the identification and classification of problematic loans and the measurement
of loss exposure on individual loans, especially in light of the generally
weakened financial performance of borrowers caused by the economic downturn and
reduced collateral values.

Non-performing loans increased from $26.2 million at December 31, 2000 to $43.8
million at December 31, 2001.  The vast majority, approximately 92%, of
non-performing loans are in the non-accrual category.  Within non-accrual loans,
all loan types experienced significant increases, however, the largest increase
was in the commercial and agricultural loans.  Commercial and agricultural
non-accrual loans, increased $17.3 million from $14.1 million at December 31,
2000 to $31.4 million at December 31, 2001. Consumer non-accrual loans also
significantly increased from $2.4 million at December 31, 2000 to $3.7 million
at December 31, 2001.  While there have been numerous loans added to the
non-accruing loan category, approximately $12.9 million of the total
non-accruing loans is made up of 6 loan relationships.  Management believes that
the allowance for loan losses related to these relationships as well as
nonperforming loans is adequate at December 31, 2001.


                                       30
<PAGE>
The total allowance for loan and lease losses is 102.2% of non-performing loans
at December 31, 2001 as compared to 124.1% at December 31, 2000.  While loans
and leases classified as non-performing have a strong likelihood of experiencing
a loss, substantially all non-performing loans are collateralized, many to a
reasonably high percentage of the outstanding loan balance.  As such, it is
unlikely that 100% of the balance of non-performing loans will result in a loss
to the Company.  However, if the current economic recession results in further
deterioration of collateral values, loss exposure on all loans and leases could
increase.

Impaired loans, which primarily consist of non-accruing commercial type loans
and all loans restructured in a troubled debt restructuring, also increased
significantly, totaling $32.0 million at December 31, 2001 as compared to $14.7
million at December 31, 2000.  The related allowance for these impaired loans is
$1.4 million or 4.4% of the impaired loans at December 31, 2001 as compared to
$1.5 million and 10.2%, respectively, at December 31, 2000.  At December 31,
2001 and 2000 there were $29.8 million and $10.8 million, respectively, of
impaired loans which did not have an allowance for loan losses due to the
adequacy of their collateral or previous charge offs.

Non-performing loans are expected to remain at levels higher than historically
experienced.  Non-accrual loans will negatively impact interest income in 2002.
Management intends to work closely with borrowers to monitor and improve credit
classifications.  The Company does anticipate some migration of non-performing
loans from the non-accrual category to the troubled debt restructuring category,
as the Company works to resolve troubled loans.  Furthermore, management expects
that the level of loan growth recently experienced will slow down in 2002 due to
the economic downturn in the Company's market areas and management's focus on
positively resolving current problematic loans.

For the same reasons that non-performing loans increased in 2001, the Company
also experienced a significant increase in net charge-offs in 2001 as compared
to 2000.  Net charge-offs in 2001 increased $13.8 million to $20.2 million from
$6.4 in 2000.  Consistent with the above, the increased net charge-offs was
primarily in the commercial and agricultural portfolio, where net charge-offs
were $16.0 million in 2001 as compared to $3.4 million in 2000. Net charge offs
of consumer loans and leases also experienced a significant increase in 2001 as
compared to 2000.  Net charge-offs as a percentage of average loans and leases
and leases was .87% in 2001 as compared to .31% in 2000. While management does
not anticipate any significant increase in net charge-offs in 2002, future net
charge-offs are expected to be greater than historical charge-offs levels prior
to 2001.

As a result of the growth in the loan and lease portfolio, particularly the
growth in higher credit risk loan types, combined with the fact that recently
acquired banks appeared to have used generally less conservative underwriting
and monitoring standards, the significant downturn in economic conditions in the
Company's market areas as well as the significant increases in non-performing
loans and net charge offs, the Company increased its provision for loan and
lease losses to $31.9 million for 2001 from $10.1 million in 2000.

The allowance for loan and lease losses increased from $32.5 million at December
31, 2000, or 1.45% of total loans and leases, to $44.7 million at December 31,
2001, or 1.91%.  Management believes that the level of non-performing loans, the
allowance for loan and lease losses and net charge offs experienced in 2001 are
reflective of the credit risk inherent in the current loan portfolio.  Based
upon a thorough analysis of the inherent risk of loss in the Company's current
loan portfolio, management believes that the allowance for loan and lease losses
at December 31, 2001 is adequate. However, should the current economic recession
be prolonged or worsen, non-performing loans, net charge offs and provisions for
loan and lease losses may increase.

The following table sets forth the allocation of the allowance for loan losses
by category, as well as the percentage of loans and leases in each category to
total loans and leases, as prepared by the Company.  This allocation is based on
management's assessment of the risk characteristics of each of the component
parts of the total loan portfolio as of a given point in time and is subject to
changes as and when the risk factors of each such component part change.  The
allocation is not indicative of either the specific amounts of the loan
categories in which future charge-offs may be taken, nor should it be taken as
an indicator of future loss trends.  The allocation of the allowance to each
category does not restrict the use of the allowance to absorb losses in any
category. The following table sets forth the allocation of the allowance for
loan losses by loan category.


                                       31
<PAGE>
<TABLE>
<CAPTION>
TABLE 9
ALLOCATION OF THE ALLOWANCE FOR LOAN AND LEASE LOSSES
---------------------------------------------------------------------------------------------------------------------------
December 31,                    2001                2000                1999                1998               1997
---------------------------------------------------------------------------------------------------------------------------
                                   CATEGORY            Category            Category            Category            Category
                                   PERCENT             Percent             Percent             Percent             Percent
                                     OF                  of                  of                  of                  of
(dollars in thousands)  ALLOWANCE   LOANS   Allowance   Loans   Allowance   Loans   Allowance   Loans   Allowance   Loans
---------------------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>     <C>         <C>
Commercial
 and agricultural       $   34,682     85%  $   20,510     72%  $   14,115     62%  $   12,728     62%  $    9,961     62%
Real estate
 mortgages                   1,611      4%       1,669      6%       2,506     11%       1,621      8%       1,548     10%
Consumer                     4,626     11%       6,379     22%       6,270     27%       6,304     30%       4,583     28%
Unallocated                  3,827      -        3,936      -        5,349      -        5,962      -        8,736      -
---------------------------------------------------------------------------------------------------------------------------
Total                   $   44,746    100%  $   32,494    100%  $   28,240    100%  $   26,615    100%  $   24,828    100%
===========================================================================================================================
</TABLE>

In addition to the nonperforming loans discussed above, the Company has also
identified approximately $48.6 million in potential problem loans at December
31, 2001 as compared to $26.1 million at December 31, 2000.  Potential problem
loans are loans that are currently performing, but where known information about
possible credit problems of the related borrowers causes management to have
serious doubts as to the ability of such borrowers to comply with the present
loan repayment terms and which may result in disclosure of such loans as
non-performing at some time in the future.  At the Company, potential problem
loans are typically loans that are performing but are classified by the
Company's loan rating system as "substandard."   At December 31, 2001, potential
problem loans primarily consisted of commercial real estate and commercial and
agricultural loans.  Management cannot predict the extent to which economic
conditions may worsen or other factors which may impact borrowers and the
potential problem loans.  Accordingly, there can be no assurance that other
loans will not become 90 days or more past due, be placed on non-accrual, become
restructured, or require increased allowance coverage and provision for loan
losses.

At December 31, 2001, approximately 52.8% of the Company's loans are secured by
real estate located in central and northern New York and northeastern
Pennsylvania, respectively.  Accordingly, the ultimate collectibility of a
substantial portion of the Company's portfolio is susceptible to changes in
market conditions of those areas.  Management is not aware of any material
concentrations of credit to any industry or individual borrowers.

LIQUIDITY  RISK

Liquidity involves the ability to meet the cash flow requirements of customers
who may be depositors wanting to withdraw funds or borrowers needing assurance
that sufficient funds will be available to meet their credit needs. The Asset
Liability Committee (ALCO) is responsible for liquidity management and has
developed guidelines which cover all assets and liabilities, as well as off
balance sheet items that are potential sources or uses of liquidity. Liquidity
policies must also provide the flexibility to implement appropriate strategies
and tactical actions. Requirements change as loans and leases grow, deposits and
securities mature, and payments on borrowings are made. Liquidity management
includes a focus on interest rate sensitivity management with a goal of avoiding
widely fluctuating net interest margins through periods of changing economic
conditions.

The primary liquidity measurement the Company utilizes is called the Basic
Surplus which captures the adequacy of its access to reliable sources of cash
relative to the stability of its funding mix of average liabilities. This
approach recognizes the importance of balancing levels of cash flow liquidity
from short- and long-term securities with the availability of dependable
borrowing sources which can be accessed when necessary. At December 31, 2001,
the Company's Basic Surplus measurement was 9.4% of total assets, which was
above the Company's minimum of 5% set forth in its liquidity policies.
Accordingly, the Company has purchased brokered time deposits, established
borrowing facilities with other banks (Federal funds), including the Federal
Home Loan Bank of New York (short and long-term borrowings which are denoted as
advances), and has entered into repurchase agreements with investment companies.


                                       32
<PAGE>
This Basic Surplus approach enables the Company to adequately manage liquidity
from both operational and contingency perspectives. By tempering the need for
cash flow liquidity with reliable borrowing facilities, the Company is able to
operate with a more fully invested and, therefore, higher interest income
generating, securities portfolio. The makeup and term structure of the
securities portfolio is, in part, impacted by the overall interest rate
sensitivity of the balance sheet. Investment decisions and deposit pricing
strategies are impacted by the liquidity position.  At December 31, 2001, the
Company considered its Basic Surplus adequate to meet liquidity needs.

At December 31, 2001, a large percentage of the Company's loans and securities
are pledged as collateral on borrowings. Therefore, future growth of earning
assets will depend upon the Company's ability to obtain additional funding,
through growth of core deposits and collateral management, and may require
further use of brokered time deposits, or other higher cost borrowing
arrangements.

OFF-BALANCE SHEET RISK

Commitments to Extend Credit

The Company makes contractual commitments to extend credit and unused lines of
credit which are subject to the Company's credit approval and monitoring
procedures.  At December 31, 2001 and 2000, commitments to extend credit in the
form of loans, including unused lines of credit, amounted to $704.7 million and
$394.7 million, respectively.  In the opinion of management, there are no
material commitments to extend credit, including unused lines of credit, that
represent unusual risks.  All commitments to extend credit in the form of loans,
including unused lines of credit expire within one year.

Stand-By Letters of Credit

The Company guarantees the obligations or performance of customers by issuing
stand-by letters of credit to third parties.  These stand-by letters of credit
are frequently issued in support of third party debt, such as corporate debt
issuances, industrial revenue bonds, and municipal securities.  The risk
involved in issuing stand-by letters of credit is essentially the same as the
credit risk involved in extending loan facilities to customers, and they are
subject to the same credit origination, portfolio maintenance and management
procedures in effect to monitor other credit and off-balance sheet products.  At
December 31, 2001 and 2000, outstanding stand-by letters of credit were
approximately $21.1 million and $6.2 million, respectively.  The following table
sets forth the commitment expiration period for stand-by-letters of credit at
December 31, 2001:

Within one year                    $ 3,628
After one but within three years     3,238
After three but within five years   14,206
                                   -------
  Total                            $21,072
                                   =======

RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company has made loans at prevailing
rates and terms to directors, officers, and other related parties.  Such loans,
in management's opinion, do not present more than the normal risk of
collectibility or incorporate other unfavorable features.  The aggregate amount
of loans outstanding to qualifying related parties at December 31, 2001 and 2000
were $6.3 million and $6.8 million, respectively.

The Company has entered into repurchase agreements with entities which have
certain executive officers who are directors and significant stockholders of the
Company. These repurchase agreements are entered into in the ordinary course of
business at market terms.  These repurchase agreements resulted in approximately
$25.4 million and $18.1 million being owed to these entities at December 31,
2001 and 2000, respectively.


                                       33
<PAGE>
The law firm of Kowalczyk, Tolles, Deery and Johnston, of which Director Andrew
S. Kowalczyk, Jr., is a partner, provides legal services to us and NBT Bank from
time to time as does the law firm of Harris Beach LLP, of which Director William
L. Owens is a partner.  The law firm of Needle, Goldenziel and Pascale, of which
Director Gene Goldenziel is a partner, provides legal services to us from time
to time as does the law firm of Oliver, Price & Rhodes of which Director Paul
Horger is a partner.

CAPITAL RESOURCES

Consistent with its goal to operate a sound and profitable financial
institution, the Company actively seeks to maintain a "well-capitalized"
institution in accordance with regulatory standards.  The principal source of
capital to the Company is earnings retention. The Company's capital measurements
are in excess of both regulatory minimum guidelines and meet the requirements to
be considered well capitalized.

The Company's principal source of funds to pay interest on its capital
securities and pay cash dividends to its shareholders is dividends from its
subsidiaries.  Various laws and regulations restrict the ability of banks to pay
dividends to their shareholders.  The payment of dividends by the Company in the
future as well as the payment of interest on the capital securities will require
the generation of sufficient future earnings by its subsidiaries.

The Bank also is subject to substantial regulatory restrictions on its ability
to pay dividends to the Company.  Under OCC regulations, the Bank may not pay a
dividend, without prior OCC approval, if the total amount of all dividends
declared during the calendar year, including the proposed dividend, exceed the
sum of its retained net income to date during the calendar year and its retained
net income over the preceding two years.  The Bank's dividends to the Company
over years 2000 and 2001 exceeded net income during those years.  Therefore, the
Bank's first quarter 2002 dividends exceeded the OCC dividend limitations, and
the Bank requested and received OCC approval to pay this dividend to the
Company.  The Bank anticipates that it will require approval for its second
quarter 2002 dividend as well.  The Bank's ability to pay dividends also is
subject to the Bank being in compliance with regulatory capital requirements.
The Bank is currently in compliance with these requirements.

NONINTEREST  INCOME  AND  EXPENSES

NONINTEREST  INCOME

Noninterest  income  is  a  significant source of revenue for the Company and an
important  factor  in  the Company's results of operations.  The following table
sets  forth  information  by  category  of  noninterest  income  for  the  years
indicated:

                                        YEARS ENDED DECEMBER 31,

                                        2001      2000     1999
                                      --------  --------  -------
(in thousands)
Service charges on deposit accounts   $12,756   $10,193   $ 9,278
Broker/dealer and insurance revenue     4,500     2,723        46
Trust                                   3,958     4,047     3,959
Other                                   9,245     7,891     8,044
                                      --------  --------  -------
Total recurring                        30,459    24,854    21,327

Net securities (losses) gains          (7,692)   (2,273)    1,000
Gain on sale of branch building         1,367         -         -
                                      --------  --------  -------
Total                                 $24,134   $22,581   $22,327
                                      ========  ========  =======


                                       34
<PAGE>
Total recurring noninterest income increased to $30.5 million in 2001, compared
to $24.9 million in 2000 and $21.3 million in 1999. The increase in recurring
noninterest income resulted primarily from a $2.6 million increase in service
charges on deposit accounts, $1.8 million increase in broker/dealer fees and a
$1.3 million increase in other income. The increase in service charges on
deposit accounts resulted primarily from the Company's branch network growth
combined with an increase in fees.

The increase in broker/dealer fees and insurance revenue reflects twelve full
months of revenue from the Company's broker/dealer, M. Griffith, Inc., which was
acquired in May 2000. Revenues from M. Griffith, Inc. totaled $3.8 million in
2001, compared to $2.7 million in 2000. Additionally, the Company's insurance
agency and financial services provider, Colonial Financial Services, Inc., which
started operating in June 2001, contributed to the increase in revenue as well.
Revenues for Colonial Financial Services, Inc. for 2001 totaled $621,000.

Income from trust services decreased slightly in 2001 when compared to 2000. The
decrease is primarily attributable to a decrease in the market value of the
assets held by the Company in a fiduciary capacity. The decrease in the market
value of assets held by the Company in a fiduciary capacity resulted from the
decline in all the major stock indexes during 2001. Trust income is primarily
derived from contractual rates applied to the balances of trust accounts, and as
market values declined, trust income did not experience growth despite an
increase in the number of accounts managed. The number of accounts managed by
the Company's Trust Department increased from 1,577 at December 31, 2000 to
1,629 at December 31, 2001.

The increase in other income resulted primarily from increases in ATM fees and
other banking fees. Total ATM fees and other banking fees amounted to $4.4
million and $1.6 million, respectively, for 2001 compared to $3.8 million and
$639,000, respectively, for 2000. The increase in ATM fees resulted from the
combination of an increase in ATMs deployed and increases in ATM convenience
fees. The increase in banking fees resulted primarily from the continued focus
in business banking activities.

Transactions excluded from recurring noninterest income were net securities
losses of $7.7 million in 2001 compared to $2.3 million in 2000 and a gain on
sale of a branch building totaling $1.4 million in 2001. The increase in net
securities losses in 2001 resulted primarily from charges totaling $8.3 million
taken for the other-than-temporary impairment of certain securities compared to
$3.5 million in 2000, as discussed above.


                                       35
<PAGE>
NONINTEREST  EXPENSE

Noninterest expenses are also an important factor in the Company's results of
operations.  The following table sets forth the major components of noninterest
expense for the years indicated:

                                                 YEARS ENDED DECEMBER 31,

                                                 2001      2000     1999
                                               --------  --------  -------
(in thousands)
Salaries and employee benefits                 $ 48,419  $ 44,802  $40,527
Occupancy                                         8,704     7,761    6,804
Equipment                                         7,228     7,271    7,046
Data processing and communications               10,690     8,206    7,544
Professional fees and outside services            6,338     5,082    4,252
Office supplies and postage                       4,639     3,976    4,106
Amortization of intangible assets                 4,248     3,049    1,764
Capital securities                                1,278     1,633      582
Residual value lease losses                       3,529       664       27
Other                                            13,338    13,065   11,292
                                               --------  --------  -------
Total recurring noninterest expense             108,411    95,509   83,944
Merger, acquisition and reorganization costs     15,322    23,625      835
Certain deposit overdraft write-offs              2,125         -        -
                                               --------  --------  -------
Total noninterest expense                      $125,858  $119,134  $84,779
                                               ========  ========  =======


For 2001, recurring noninterest expense increased $12.9 million, or 13.5%, to
$108.4 million compared to $95.5 million in 2000. This increase was due to
several factors. Expenses for data processing and communications and
professional fees and outside services increased period-over-period by $3.7
million or 28.1%, principally due to the Company's expanded branch network,
costs associated with enhanced technologies and expanded data processing volume
capacities resulting from recent data processing conversions. It is anticipated
that the expanded data processing capacity will allow the Company to reduce data
processing costs in 2002.

Salaries and employee benefits expense increased $3.6 million, or 8.1%, to $48.4
million compared to $44.8 million in 2000. Occupancy expense increased $943,000,
or 12.2%, to $8.7 million compared to $7.8 million in 2000. The increases in
salaries and employee benefits expense and occupancy expense resulted primarily
from twelve full months of expenses in 2001 from the eight branches and the
Company's broker/dealer, M. Griffith, Inc., all of which were acquired during
2000, and an increase in expense resulting from the acquisition of FNB Bancorp,
Inc. on June 1, 2001.

Office supplies and postage increased from $4.0 million in 2000 to $4.6 million
in 2001. The increase resulted primarily from the growth of the Company's branch
network during 2000 and 2001. Capitals securities expense decreased from $1.6
million in 2000 to $1.3 million in 2001. The decrease resulted from a decrease
during 2001 in the index the capital securities interest rate is tied to.

Residual value lease losses increased from $664,000 in 2000 to $3.5 million in
2001. The increase was due to the charge taken for the other-than-temporary
impairment of residual values of leased automobiles in 2001.  There was an
increase in expenses relating to the amortization of intangible assets from
certain recently completed acquisitions. Amortization expenses increased $1.2
million for the twelve months ended December 31, 2001 as compared to 2000. As a
result of the adoption of SFAS No. 142 on January 1, 2002, amortization of
intangible assets is expected to be lower in 2002. See "New Accounting
Pronouncement - Business Combinations and Goodwill and Other Intangible Assets".


                                       36
<PAGE>
Merger, acquisition and reorganization costs amounted to $15.3 million in 2001
compared to $23.6 million in 2000. The Company completed one merger and one
acquisition in 2001 and completed two mergers, one acquisition, and purchased 8
branches in 2000. Additionally, in 2000, the Company cancelled one proposed
merger. During 2001, the Company recognized $2.1 million in deposit overdraft
write-offs related to two large check-kiting incidents.

INCOME  TAXES

In 2001, income tax expense was $542,000, as compared to $6.5 million in 2000
and $16.0 million in 1999. The Company's effective tax rate was 12.7%, 31.6%,
and 33.0% in 2001, 2000, and 1999, respectively. The decrease in the effective
tax rate during 2001 is primarily the result of lower net income before tax,
which resulted in a greater benefit, on a percentage basis, from permanent
non-taxable items such as tax-exempt interest.

2000 OPERATING RESULTS AS COMPARED TO 1999 OPERATING RESULTS

NET INTEREST INCOME

Net interest income for 2000 on a FTE basis was $131.5 million, up from $122.1
million in 1999. The increase was primarily the result of the increase in
average earning assets of $387.3 million offset somewhat by a decrease in the
Company's net interest margin from 4.23% for 1999 to 4.02% for 2000. The
decrease in net interest margin in 2000 when compared to 1999 primarily resulted
from interest bearing liabilities repricing faster than earning assets resulting
from the rising rate environment prevalent for most of 2000.
EARNING ASSETS

Total average earning assets increased $387.3 million, from $2.9 billion in 1999
to $3.3 billion in 2000. The increase was primarily the result of loan growth of
$319.0 million, particularly in commercial loan types, and an increase in
securities of $91.8 million. The increase in earning assets in 2000 was
primarily funded from an increase in deposits, which were assumed from various
branch acquisitions in 1999 and 2000 as well as an increase in borrowings.
Interest income increased $39.5 million, from $225.0 million in 1999 to $264.5
million in 2000. The increase in interest income was caused by increases in
earning assets and yields. The yield on earning assets increased from 7.79% in
1999 to 8.08% in 2000. The increase in yield was primarily the result of the
rising interest rate environment that prevailed for most of 2000.

LOANS AND LEASES AND CORRESPONDING INTEREST AND FEES ON LOANS

The average balance of loans and leases increased from $1.8 billion in 1999 to
$2.1 billion in 2000.  The yield on average loans and leases increased from
8.49% in 1999 to 8.71% in 2000, as a rising interest rate environment prevailed
for much of 2000.  The increase in the average balance of loans and leases,
coupled with the increase in yields, caused interest income on loans and leases
to increase $31.8 million, or 21.1%, from $150.5 million in 1999 to $182.3
million in 2000. Total loans and leases were $2.2 billion at December 31, 2000,
up from $1.9 billion at December 31, 1999.  The increase in loans and leases was
primarily in the commercial and consumer loan types. Commercial and agricultural
loans were $543.1 million at December 31, 2000, up $171.2 million or 46.0% from
December 31, 1999. Home equity loans increased $79.9 million to $219.4 million
at December 31, 2000.  Consumer loans increased $37.1 million, or 11.5%, to
$357.8 million at December 31, 2000 as compared to December 31, 1999.


                                       37
<PAGE>
SECURITIES AND CORRESPONDING INTEREST AND DIVIDEND INCOME

The average balance of securities available for sale was $1.0 billion during
2000, which is an increase of $128.4 million from $889.2 million in 1999.  The
increase is primarily the result of investing excess funds from deposits assumed
from branch transactions during 1999 and 2000. The yield on average securities
available for sale was 6.97% in 2000 compared to 6.77% in 1999.  The increase in
the average balance, coupled with the increase in yield, resulted in an increase
in interest income on securities available for sale of $10.0 million, from $60.9
million in 1999 to $70.9 million in 2000.

The average balance of securities held to maturity was $117.5 million during
2000, which is a decrease of $36.6 million, from $154.1 million in 1999. The
decrease was primarily a result of Central National Bank transferring all of its
investment securities held to maturity to securities available for sale in 1999.
The transfer was made for asset/liability management purposes and to allow CNB
flexibility with certain tax planning strategies. Subsequent to this transfer,
CNB no longer maintained a held to maturity portfolio. The yield on securities
held to maturity was 6.88% in 2000 compared to 6.56% in 1999.

FUNDING SOURCES AND CORRESPONDING INTEREST EXPENSE

DEPOSITS

Average interest bearing deposits increased $297.3 million during 2000, to $2.4
billion compared to $2.1 billion in 1999.  The increase in interest bearing
deposits resulted primarily from the 3 branch acquisitions in 2000 and 1999. The
Company purchased approximately $133.7 million in deposits in conjunction with
the purchase of branches from Mellon Bank and Sovereign Bank in June and
November of 2000, respectively.  In August of 1999, the Company purchased
approximately $156.5 million in deposits in conjunction with the purchase of
branches from Astoria Federal Savings and Loan Association.

The average rate paid on interest bearing deposits increased from 4.00% in 1999
to 4.54% in 2000. The increase in the average rate paid was primarily
attributable to time deposits, which are the most expensive interest bearing
deposits.  The average rate paid on time deposits during 2000 was 5.72%, as
compared to 5.11% during 1999.  Time deposits also made up a greater percentage
of total interest bearing liabilities.  During 1999, time deposits were 58.5% of
interest bearing deposits, while in 2000, time deposits made up 61.0% of total
interest bearing deposits.  The increase in the average rates paid for interest
bearing deposits during 2000 was also consistent with the rising interest rate
environment that prevailed for most of the year.  The increase in the average
balance of interest bearing time deposits, coupled with the increase in the
average rate paid, caused interest expense on interest bearing deposits to
increase $24.8 million, from $82.5 million in 1999 to $107.3 million in 2000.

BORROWINGS

Average short-term borrowings increased from $145.4 million in 1999 to $194.9
million in 2000.  Consistent with the increasing interest rate environment
during most of 2000, the average rate paid also increased from 5.00% in 1999 to
6.13% in 2000.  The increase in the average balance combined with the increase
in the average rate paid caused interest expense on short-term borrowings to
increase $4.6 million from $7.3 million in 1999 to $11.9 million in 2000.
Average long-term debt increased $6.8 million, from $238.6 million in 1999 to
$245.4 million in 2000.


                                       38
<PAGE>
CREDIT RISK

Nonperforming loans at December 31, 2000 were $26.2 million as compared to $16.6
million at December 31, 1999. This increase is primarily the result of the
beginning of the process of integrating newly acquired banks into the Company
given the Company's more conservative approach to identifying and resolving
nonperforming loans. Net charge-offs increased during 2000 by $1.1 million, to
$6.4 million for the year.  The increase in net charge-offs was primarily in the
area of commercial and agricultural loans.  This increase was consistent with
the increase in commercial and agricultural loans discussed above.  The
provision for loan and lease losses in 2000 was $10.1 million, as compared to
$6.9 million in 1999. The increase in the provision in 2000 as compared to 1999
was primarily due to the increase in the total loan and lease portfolio, the mix
of the portfolio, the increase in nonperforming loans and leases, and net loan
and lease charge-offs. The allowance as a percentage of loans and leases
outstanding was 1.45% at December 31, 2000 and 1.47% at December 31, 1999.

NONINTEREST INCOME

Recurring noninterest income, as presented above, increased $3.6 million, from
$21.3 million in 1999 to $24.9 million in 2000.  The $3.6 million, or 16.9%,
increase in 2000 is primarily the result of an increase in broker/dealer fees of
approximately $2.7 million.  The increase in broker/dealer fees is the direct
result of the Company's acquisition of M. Griffith, Inc., a full service
broker/dealer and registered investment advisor, on May 5, 2000.  Service
charges on deposit accounts increased $915,000, from $9.3 million in 1999 to
$10.2 million in 2000. The increase in service charges on deposit accounts
resulted primarily from the branch acquisitions in 1999 and 2000. All other
categories of recurring noninterest income remained consistent from 1999 to
2000.  Net securities losses totaled $2.3 million in 2000 as compared to $1.0
million in gains in 1999. The net securities losses in 2001 resulted primarily
from the $3.5 million in charges taken for the other-than-temporary impairment
of certain securities.

NONINTEREST EXPENSE

For 2000, recurring noninterest expense, as presented above, increased $11.6
million, or 13.8%, to $95.5 million compared to $83.9 million in 1999. This
increase was due to several factors. Salaries and employee benefits expense
increased $4.3 million, or 10.6%, to $44.8 million compared to $40.5 million in
1999. The increase in salaries and employee benefits expense resulted primarily
from the eight branches and the Company's broker/dealer, M. Griffith, Inc.,
which were acquired during 2000, and a full twelve months of expense in 2000
resulting from the acquisition of 5 branches from Astoria in August of 1999.

Residual value lease losses increased $637,000, from $27,000 for 1999 to
$664,000 in 2000. The increase is primarily attributable to a $595,000 charge
taken in 2000 due to a decline in residual values of leased vehicles considered
to be other-than-temporary.

Other operating expenses increased $1.8 million, or 15.7%, to $13.1 million in
2000 from $11.3 million in 1999. The increase on other operating expenses
resulted primarily from advertising expense, which increased $840,000 in 2000
when compared to 1999. The increase in advertising expense primarily resulted
from advertising campaigns associated with the new branches the Company acquired
in 2000 and 1999.

Capital securities expense increased $1.0 million, to $1.6 million in 2000 from
$582,000 in 1999. The increase in capital securities expense reflects a full
twelve months of expense in 2000 from the obligations issued by the Company in
August 1999. Lastly, there was an increase in expenses relating to the
amortization of intangible assets due to certain of the recently completed
acquisitions. Amortization expense increased $1.2 million from $1.8 million in
1999 to $3.0 million in 2000.


                                       39
<PAGE>
IMPACT OF INFLATION AND CHANGING PRICES

The Company's consolidated financial statements are prepared in accordance with
generally accepted accounting principles which require the measurement of
financial position and operating results in terms of historical dollars without
considering the changes in the relative purchasing power of money over time due
to inflation.  The impact of inflation is reflected in the increasing cost of
the Company's operations.  Unlike most industrial companies, nearly all assets
and liabilities of the Company are monetary.  As a result, interest rates have a
greater impact on the Company's performance than do the effects of general
levels of inflation.  In addition, interest rates do not necessarily move in the
direction of, or to the same extent as the price of goods and services.

IMPACT OF NEW ACCOUNTING STANDARDS

NEW ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES

The Company adopted the provisions of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," effective January 1, 2001. This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. Changes in the fair value of the derivative financial instruments
are reported in either net income or as a component of comprehensive income.
Consequently, there may be increased volatility in net income, comprehensive
income, and stockholders' equity on an ongoing basis as a result of accounting
for derivatives in accordance with SFAS No. 133.

Special hedge accounting treatment is permitted only if specific criteria are
met, including a requirement that the hedging relationship be highly effective
both at inception and on an ongoing basis. Accounting for hedges varies based on
the type of hedge - fair value or cash flow.  Results of effective hedges are
recognized in current earnings for fair value hedges and in other comprehensive
income for cash flow hedges.  Ineffective portions of hedges are recognized
immediately in earnings and are not deferred.

The Company has certain embedded derivative instruments related to a deposit
product and two debt securities that have costs and returns linked to the
performance of the NASDAQ 100 index.  Management determined that these debt
securities and the deposit product do not qualify for hedge accounting under
SFAS No. 133.  The embedded derivatives have been separated from the underlying
host instruments for financial reporting purposes and accounted for at fair
value.  In connection with the adoption of SFAS No. 133 as of January 1, 2001,
the Company recorded a charge to earnings for a transition adjustment of
$159,000 ($95,000, after-tax) for the net impact of recording these embedded
derivatives on the consolidated balance sheet at fair value.  Due to the
insignificance of the amount, the transition adjustment is not reflected as a
cumulative effect of a change in accounting principle or the consolidated
statement of income for the year ended December 31, 2001 but is instead recorded
in net securities losses.

The total amortized cost and estimated fair value of these two debt securities
(including the embedded derivatives, which are classified in the consolidated
balance sheet with the underlying host instrument) is $6.2 million and $6.2
million, respectively, at December 31, 2001 and $7.0 and $6.7, respectively, at
December 31, 2000.  The securities' rate of return is based on an original
NASDAQ 100 index value, with the index value resetting annually over a five-year
period.  The rate or return is capped on these debt securities as follows:
$3.000 million have a 35% annual rate of return cap and $4.000 million have a
25% annual rate of return cap.  The $4.000 million security has a guaranteed
rate of return of 2% regardless of the performance of the NASDAQ 100 index over
its five year period.  The securities are scheduled to mature in 2005 and the
Company is guaranteed to receive the face value of the securities at maturity.
These two debt securities are valued similar to zero coupon bonds coupled with
the value of NASDAQ 100 futures contracts.  The primary purpose of these debt
securities is to provide a certain level of hedging related to a deposit product
the Company offered in 2000 that has similar characteristics to the bonds.  The
two debt securities were sold in 2002 approximating their carrying values at
December 31, 2001.


                                       40
<PAGE>
As of December 31, 2001 and 2000, the face value of the NASDAQ 100 deposit
product was $1.3 million and $1.4 million, respectively, with an estimated fair
value (including the embedded derivative, which is classified in the
consolidated balance sheet with the underlying host instrument) of $1.0 million
and $1.2 million, respectively.  The NASDAQ 100 deposit product is a five year
certificate of deposit with a maturity date in July 2005.  The deposit's
interest rate is based on an original NASDAQ 100 index value, with the index
value resetting annually over a five-year period.  The maximum annual interest
rate is 20%, and the Company has guaranteed the return of the original deposit
balance to the customer (i.e. the minimum rate for the five period cannot be
negative).  The Company does not currently offer the NASDAQ 100 deposit product
and does not currently intend to re-introduce this product in the foreseeable
future.

As of January 1, 2001, the Company had recorded on its consolidated balance
sheet an asset of $800,000 and a liability of $160,000 representing the
estimated fair values of both embedded derivatives related to the debt
securities and time deposit product, respectively, linked to the NASDAQ 100
index. During the year ended December 31, 2001, the Company recorded a $640,000
net loss related to the adjustment of the embedded derivatives to estimated fair
value, which was recorded in net gain (loss) on securities transactions on the
consolidated statement of income.  As of December 31, 2001, both the embedded
derivatives related to the debt securities and time deposit product linked to
the NASDAQ 100 index were completely written-off as these embedded derivatives
had no value.

At December 31, 2001, the Company has no other derivatives as currently defined
by SFAS No. 133.

NEW ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR CERTAIN TRANSITIONS INVOLVING
STOCK COMPENSATION

In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation".  FASB Interpretation No. 44
clarifies the application of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" for certain issues.  The adoption of
this Interpretation on July 1, 2000 did not have a material effect on the
Company's consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR TRANSFERS AND SERVICING OF
FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES

In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities", a replacement
of SFAS No. 125. SFAS No. 140 addresses implementation issues that were
identified in applying SFAS No. 125. This statement revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but it carries over most of the
provisions of SFAS No. 125 without reconsideration. SFAS No. 140 is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001.  SFAS No. 140 is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. This statement is to be applied prospectively with certain
exceptions.  Other than those exceptions, earlier or retroactive application is
not permitted.  The adoption of SFAS No. 140 did not have a material effect on
the Company's consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENT - BUSINESS COMBINATIONS AND GOODWILL AND OTHER
INTANGIBLE ASSETS

In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No.
142, Goodwill and Other Intangible Assets.  SFAS 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001.  In addition, the provisions of Statement No. 141 apply to all
purchase method business combinations completed after June 30, 2001.  SFAS 141
also specifies the criteria intangible assets acquired in a purchase method
business combination must meet to be recognized and reported apart from
goodwill.  SFAS 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS 142.
SFAS 142 will also require that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated


                                       41
<PAGE>
residual values, and reviewed for impairment in accordance with SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of.  Effective January 1, 2002, SFAS No. 121 was superceded by SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

Currently, the FASB has stated that the unidentifiable intangible asset acquired
in the acquisition of a bank or thrift (including acquisitions of branches),
where the fair value of the liabilities assumed exceeds the fair value of the
assets acquired, should continue to be accounted for under SFAS No. 72,
"Accounting for Certain Acquisitions of Banking or Thrift Institutions."  Under
SFAS No. 72, all of the intangible assets associated with branch acquisitions
recorded on the Company's consolidated balance sheet as of December 31, 2001
will continue to be amortized.  The FASB has announced that additional research
will be performed to decide whether unidentifiable intangible assets recorded
under SFAS No. 72 should be accounted for similarly to goodwill under SFAS No.
142.  However, issuance of final opinion with respect to this matter is not
expected until the fourth quarter of 2002.

The Company adopted the provisions of Statement 141 in 2001.  The adoption of
this Statement did not have an impact on the Company's consolidated financial
statements.  The Company is required to adopt the provisions of Statement 142
effective January 1, 2002.  Goodwill and intangible assets acquired in business
combinations completed before July 1, 2001 continued to be amortized prior to
the adoption of Statement 142.

SFAS No. 141 will require upon adoption of SFAS No. 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in SFAS No. 141 for recognition apart
from goodwill.  Upon adoption of SFAS No. 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to the extent an intangible assets is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of SFAS No. 142 within the first interim
period.

In connection with the transitional goodwill impairment evaluation, SFAS No. 142
requires the Company to perform an assessment of whether there is an indication
that goodwill is impaired as of the date of adoption based upon criteria
contained in SFAS No. 142.  Any transitional impairment loss would be recognized
as the cumulative effect of a change in accounting principle in the Company's
consolidated statement of income.  At this time, the Company has not completed
its transitional goodwill impairment evaluation.  However, the Company does not
anticipate there will be any significant transitional impairment losses from the
adoption of SFAS No. 142.

Prior to the adoption of SFAS No. 142, goodwill and other intangible assets were
being amortized on a straight-line basis over periods ranging from 10 years to
25 years from the acquisition date.  The Company reviewed goodwill and other
intangible assets on a periodic basis for events or changes in circumstances
that may have indicated that the carrying amount of goodwill was not
recoverable.

At December 31, 2001, the Company had unamortized goodwill related to its
acquisitions of First National Bancorp, Inc. (FNB) in June 2001, M. Griffith
Inc. in May 2000 (see note 2) and other bank acquisitions totaling $15.5
million.  The amortization of this goodwill amounted to $.8 million for the year
ended December 31, 2001 ($1.0 million when annualized for a full year's
amortization of the FNB goodwill).  In accordance with SFAS No. 142, the Company
will no longer amortize this goodwill subsequent to December 31, 2001, which
will reduce non-interest expenses by $.8 million in 2002, as compared to 2001.

At December 31, 2001, the Company had unidentified intangible assets accounted
for under SFAS No. 72 of approximately $33.0 million related to various branch
acquisitions (see note 2).  This intangible asset is currently excluded for the
scope of SFAS No. 142.  The amortization expense related to these unidentified
intangible assets totaled $2.7 million for the year ended December 31, 2001.  As
noted above, while the FASB is reconsidering the exclusion of this type of
intangible asset from the scope of SFAS No. 142, at the present time this
intangible asset will continue to be amortized.


                                       42
<PAGE>
At December 31, 2001, the Company had core deposit intangible assets related to
various branch acquisitions of $2.2 million.  The amortization of these
intangible assets amounted to $.7 million during the years ended December 31,
2001.  In accordance with SFAS No. 142, these intangible assets will continue to
be amortized.

NEW ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

On August 16, 2001, the FASB issued SFAS No. 143 "Accounting for Asset
Retirement Obligations."  Statement 143 addresses financial accounting and
reporting for obligations associated with retirement of tangible long-lived
assets and the associated asset retirement costs.  Statement 143 applies to all
entities.  This Statement requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of fair value can be made.  The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset.  Under this Statement, the liability is discounted and the
accretion expense is recognized using the credit-adjusted risk-free interest
rate in effect when the liability was initially recognized.  The FASB issued
this Statement to provide consistency for the accounting and reporting of
liabilities associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  The Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.  Earlier
application is permitted.  The Company does not expect a material impact on its
consolidated financial statements when this Statement is adopted.

NEW ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF
LONG-LIVED ASSETS

On October 3, 2001, The FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets".  This Statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This Statement supersedes SFAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of."  This Statement
also supersedes the accounting and reporting provisions of APB Opinion No. 30
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions."  The changes in this Statement improve financial
reporting by requiring that one accounting model be used for long-lived assets
to be disposed of by broadening the presentation of discontinued operations to
include more disposal transactions.  This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2001 and interim
periods within those fiscal years.  The provisions of this Statement are to be
applied prospectively.  The Company does not expect a material impact on its
consolidated financial statements when this Statement is adopted.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

MARKET RISK

Interest rate risk is the most significant market risk affecting the Company.
Other types of market risk, such as foreign currency exchange rate risk and
commodity price risk, do not arise in the normal course of the Company's
business activities.
Interest rate risk is defined as an exposure to a movement in interest rates
that could have an adverse effect on the Company's net interest income.  Net
interest income is susceptible to interest rate risk to the degree that
interest-bearing liabilities mature or reprice on a different basis than earning
assets.  When interest-bearing liabilities mature or reprice more quickly than
earning assets in a given period, a significant increase in market rates of
interest could adversely affect net interest income.  Similarly, when earning
assets mature or reprice more quickly than interest-bearing liabilities, falling
interest rates could result in a decrease in net interest income.

In an attempt to manage the Company's exposure to changes in interest rates,
management monitors the Company's interest rate risk.  Management's
asset/liability committee (ALCO) meets monthly to review the Company's interest
rate risk position and profitability, and to recommend strategies for
consideration by the Board of Directors.  Management also reviews loan and
deposit pricing, and the Company's securities portfolio, formulates investment
and funding strategies, and oversees the timing and implementation of
transactions to assure attainment of the Board's objectives in the most
effective manner.  Notwithstanding the Company's interest rate risk management
activities, the potential for changing interest rates is an uncertainty that can
have an adverse effect on net income.


                                       43
<PAGE>
In adjusting the Company's asset/liability position, the Board and management
attempt to manage the Company's interest rate risk while enhancing the net
interest margin.  At times, depending on the level of general interest rates,
the relationship between long- and short-term interest rates, market conditions
and competitive factors, the Board and management may determine to increase the
Company's interest rate risk position somewhat in order to increase its net
interest margin.  The Company's results of operations and net portfolio values
remain vulnerable to changes in interest rates and fluctuations in the
difference between long- and short-term interest rates.

The primary tool utilized by ALCO to manage interest rate risk is a balance
sheet/income statement simulation model (interest rate sensitivity analysis).
Information such as principal balance, interest rate, maturity date, cash flows,
next repricing date (if needed), and current rates is uploaded into the model to
create an ending balance sheet.  In addition, ALCO makes certain assumptions
regarding prepayment speeds for loans and leases and mortgage related investment
securities along with any optionality within the deposits and borrowings.

The model is first run under an assumption of a flat rate scenario (i.e. no
change in current interest rates) with a static balance sheet over a 12-month
period.  A second and third model are run in which a gradual increase of 200 bp
and a gradual decrease of 150 bp takes place over a 12 month period.  A fourth
and fifth model are run in which a gradual increase and decrease, respectively,
of 100 bp takes place over a 12 month period.  Under these scenarios, assets
subject to prepayments are adjusted to account for faster or slower prepayment
assumptions.  Any investment securities or borrowings that have callable options
embedded into them are handled accordingly based on the interest rate scenario.
The resultant changes in net interest income are then measured against the flat
rate scenario.

In the declining rate scenarios, net interest income is projected to remain
relatively unchanged when compared to the flat rate scenario through the
simulation period. The level of net interest income remaining unchanged is a
result of adjustable rate loans repricing, and increased cash flow as a result
of higher prepayments on loans reinvested at lower market rates, callable
securities reinvested at lower market rates offset by continued time deposits
re-pricing downward.

In the rising rate scenarios, net interest income is projected to experience a
decline from the flat rate scenario. Net interest income is projected to remain
at lower levels than in a flat rate scenario through the simulation period
primarily due to a lag in assets repricing while funding costs increase. The
potential impact on earnings is dependent on the ability to lag deposit
repricing.

Net interest income for the next twelve months in a + 200/- 150 bp scenario is
within the internal policy risk limits of a not more than a 5% change in net
interest income. The following table summarizes the percentage change in net
interest income in the rising and declining rate scenarios over a 12 month
period from the forecasted net interest income in the flat rate scenario using
the December 31, 2001 balance sheet position:


          INTEREST RATE SENSITIVITY ANALYSIS
          ---------------------------------------------------------
          Change in interest rates                Percent change in
          (in basis points)                     net interest income
          ---------------------------------------------------------
          +200                                              (1.54%)
          +100                                              (0.63%)
          -100                                                0.16%
          -150                                              (0.01%)
          ---------------------------------------------------------


                                       44
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT'S STATEMENT OF RESPONSIBILITY

     Responsibility  for  the  integrity,  objectivity,  consistency,  and  fair
presentation  of the financial information presented in this Annual Report rests
with  NBT  Bancorp  Inc.  management.  The  accompanying  consolidated financial
statements  and  related  information  have  been  prepared  in  conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
consistently  applied  and  include,  where  required, amounts based on informed
judgments  and  management's  best  estimates.
     Management  maintains a system of internal controls and accounting policies
and  procedures  to  provide  reasonable  assurance  of  the  accountability and
safeguarding  of  Company  assets  and of the accuracy of financial information.
These  procedures include management evaluations of asset quality and the impact
of  economic  events,  organizational  arrangements  that provide an appropriate
segregation  of  responsibilities  and  a program of internal audits to evaluate
independently  the  adequacy and application of financial and operating controls
and  compliance  with  Company  policies  and  procedures.
     The  Board  of Directors has appointed a Risk Management Committee composed
entirely  of directors who are not employees of the Company. The Risk Management
Committee  is responsible for recommending to the Board the independent auditors
to  be  retained  for  the  coming  year.  The  Risk  Management Committee meets
periodically,  both  jointly  and privately, with the independent auditors, with
our  internal auditors, as well as with representatives of management, to review
accounting,  auditing,  internal  control  structure  and  financial  reporting
matters.  The  Risk  Management Committee reports to the Board on its activities
and  findings.




/s/ Daryl R. Forsythe

Daryl R. Forsythe
President and Chief Executive Officer





/s/ Michael J. Chewens

Michael J. Chewens, CPA
Senior Executive Vice President
Chief Financial Officer and Corporate Secretary


                                       45
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
NBT Bancorp Inc.:


We have audited the accompanying consolidated balance sheets of NBT Bancorp Inc.
and  subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements  of  income,  changes  in  stockholders'  equity,  cash  flows  and
comprehensive  income  for  each  of  the  years  in the three-year period ended
December  31,  2001.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of NBT Bancorp Inc. and
subsidiaries  as  of  December  31,  2001  and  2000,  and  the results of their
operations  and  their cash flows for each of the years in the three-year period
ended  December  31,  2001,  in  conformity with accounting principles generally
accepted  in  the  United  States  of  America.


                                           /s/  KPMG LLP

Albany, New York
January 28, 2002


                                       46
<PAGE>
<TABLE>
<CAPTION>
                                NBT BANCORP INC.  AND SUBSIDIARIES

                                   Consolidated Balance Sheets

                                    December 31, 2001 and 2000

                         (in thousands, except share and per share data)


                             ASSETS                                          2001         2000
                                                                          -----------  ----------
<S>                                                                       <C>          <C>
Cash and due from banks                                                   $  123,201     114,848
Short term interest bearing accounts                                           6,756      15,595
Trading securities, at fair value                                                126      20,540
Securities available for sale, at fair value                                 909,341     936,757
Securities held to maturity (fair value $101,495 and $109,835)               101,604     110,415
Federal Reserve and Federal Home Loan Bank stock                              21,784      31,686
Loans and leases                                                           2,339,636   2,247,655
Less allowance for loan and lease losses                                      44,746      32,494
                                                                          -----------  ----------
        Net loans and leases                                               2,294,890   2,215,161

Premises and equipment, net                                                   62,685      56,116
Goodwill and intangible assets, net                                           50,688      45,908
Other assets                                                                  67,127      58,480
                                                                          -----------  ----------
        Total assets                                                      $3,638,202   3,605,506
                                                                          ===========  ==========

         LIABILITIES, GUARANTEED PREFERRED BENEFICIAL
          INTERESTS IN COMPANY'S JUNIOR SUBORDINATE
             DEBENTURES AND STOCKHOLDERS' EQUITY

Deposits:
  Demand (noninterest bearing)                                            $  431,407     372,181
  Savings, NOW, and money market                                           1,097,156     970,859
  Time                                                                     1,387,049   1,500,828
                                                                          -----------  ----------
        Total deposits                                                     2,915,612   2,843,868

Short-term borrowings                                                        122,013     184,704
Long-term debt                                                               272,331     240,529
Other liabilities                                                             44,891      49,764
                                                                          -----------  ----------
        Total liabilities                                                  3,354,847   3,318,865
                                                                          -----------  ----------

Guaranteed preferred beneficial interests in Company's junior
  subordinate debentures ("capital securities")                               17,000      17,000

Stockholders' equity:
  Preferred stock, $0.01 par at December 31, 2001 and 2000;
    shares authorized - 2,500,000
  Common stock, $0.01 par value
    and 30,000,000 shares authorized at December 31, 2001
    and 2000; issued 34,252,661 and 33,205,742 at December 31, 2001
    and 2000, respectively                                                       343         332
  Additional paid-in-capital                                                 209,176     195,422
  Retained earnings                                                           72,531      88,921
  Accumulated other comprehensive income (loss)                                3,921      (1,934)
  Common stock in treasury, at cost, 1,147,848 and 672,773 shares            (19,616)    (13,100)
                                                                          -----------  ----------
        Total stockholders' equity                                           266,355     269,641
                                                                          -----------  ----------

        Total liabilities, guaranteed preferred beneficial interests in
           Company's junior subordinate debentures and stockholders'
           equity                                                         $3,638,202   3,605,506
                                                                          ===========  ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       47
<PAGE>
<TABLE>
<CAPTION>
                        NBT BANCORP INC. AND SUBSIDIARIES

                        Consolidated Statements of Income

                   Years ended December 31, 2001, 2000 and 1999
                      (in thousands, except per share data)


                                                       2001       2000     1999
                                                     ---------  --------  -------
<S>                                                  <C>        <C>       <C>
Interest, fee, and dividend income:
  Interest and fees on loans and leases              $187,188   181,699   149,999
  Securities available for sale                        60,241    69,346    58,911
  Securities held to maturity                           5,232     6,137     8,480
  Trading securities                                      649         8         1
  Other                                                 2,124     3,191     3,458
                                                     ---------  --------  -------
      Total interest, fee, and dividend income        255,434   260,381   220,849
                                                     ---------  --------  -------

Interest expense:
  Deposits                                             98,522   107,293    82,476
  Short-term borrowings                                 5,365    11,940     7,268
  Long-term debt                                       13,615    13,770    13,132
                                                     ---------  --------  -------
      Total interest expense                          117,502   133,003   102,876
                                                     ---------  --------  -------

Net interest income                                   137,932   127,378   117,973
Provision for loan losses                              31,929    10,143     6,896
                                                     ---------  --------  -------
Net interest income after provision for loan losses   106,003   117,235   111,077
                                                     ---------  --------  -------

Noninterest income:
  Service charges on deposit accounts                  12,756    10,193     9,278
  Broker/dealer and insurance revenue                   4,500     2,723        46
  Trust                                                 3,958     4,047     3,959
  Net securities (losses) gains                        (7,692)   (2,273)    1,000
  Gain on sale of branch building                       1,367         -         -
  Other                                                 9,245     7,891     8,044
                                                     ---------  --------  -------
      Total noninterest income                         24,134    22,581    22,327
                                                     ---------  --------  -------

Noninterest expense:
  Salaries and employee benefits                       48,419    44,802    40,527
  Occupancy                                             8,704     7,761     6,804
  Equipment                                             7,228     7,271     7,046
  Data processing and communications                   10,690     8,206     7,544
  Professional fees and outside services                6,338     5,082     4,252
  Office supplies and postage                           4,639     3,976     4,106
  Amortization of intangible assets                     4,248     3,049     1,764
  Merger, acquisition and reorganization costs         15,322    23,625       835
  Writedowns of lease residual values                   3,529       664        27
  Deposit overdraft write-offs                          2,125         -         -
  Capital securities                                    1,278     1,633       582
  Other                                                13,338    13,065    11,292
                                                     ---------  --------  -------
      Total noninterest expense                       125,858   119,134    84,779
                                                     ---------  --------  -------

Income before income tax expense                        4,279    20,682    48,625
Income tax expense                                        542     6,528    16,033
                                                     ---------  --------  -------
      Net income                                     $  3,737    14,154    32,592
                                                     =========  ========  =======

Earnings per share:
  Basic                                              $   0.11      0.44      1.01
                                                     =========  ========  =======

  Diluted                                            $   0.11      0.44      1.00
                                                     =========  ========  =======
</TABLE>

See accompanying notes to consolidated financial statements.

Note: All per share data has been restated to give retroactive effect to stock
      dividends and pooling-of-interests.


                                       48
<PAGE>
<TABLE>
<CAPTION>
                                            NBT BANCORP INC. AND SUBSIDIARIES
                               Consolidated Statements of Changes in  Stockholders' Equity
                                       Years ended December 31, 2001, 2000 and 1999

                                      (in thousands except share and per share data)

                                                                                                ACCUMULATED
                                                                      ADDITIONAL                OTHER COMPRE-  COMMON
                                                         COMMON        PAID-IN-     RETAINED      HENSIVE      STOCK IN
                                                         STOCK         CAPITAL      EARNINGS   (LOSS)/INCOME   TREASURY    TOTAL
                                                      ------------  --------------  ---------  --------------  ---------  --------
<S>                                                   <C>           <C>             <C>        <C>             <C>        <C>
Balance at December 31, 1998                          $    32,300         149,924     87,982           2,360    (12,962)  259,604
Net income                                                      -               -     32,592               -          -    32,592
Issuance of 621,143 shares for a stock dividend               621          10,994    (11,615)              -          -         -
Cash dividends - $0.656 per share                               -               -    (15,729)              -          -   (15,729)
Payment in lieu of fractional shares                            -               -        (16)              -          -       (16)
Purchase of 563,391 treasury shares                             -               -          -               -     (9,628)   (9,628)
Issuance of 436,957 shares to employee benefit
  plans and other stock plans, including tax benefit          116             (20)         -               -      7,026     7,122
Retirement of 205,999 shares of treasury stock
  of pooled companies                                        (206)         (2,398)         -               -      2,604         -
Other comprehensive loss                                        -               -          -         (29,117)         -   (29,117)
                                                      ------------  --------------  ---------  --------------  ---------  --------
Balance at December 31, 1999                               32,831         158,500     93,214         (26,757)   (12,960)  244,828
Net income                                                      -               -     14,154               -          -    14,154
Cash dividends - $0.68 per share                                -               -    (18,424)              -          -   (18,424)
Payment in lieu of fractional shares                            -               -        (23)              -          -       (23)
Purchase of 139,393 treasury shares                             -               -          -               -     (1,680)   (1,680)
Issuance of 56,606 shares to employee benefit plans
  and other stock plans, including tax benefit                  7             582          -               -        578     1,167
Change of $1.00 stated value per share to $0.01
  par value per share                                     (32,509)         32,509          -               -          -         -
Issuance of 420,989 shares to purchase
  M. Griffith, Inc.                                             4           4,792          -               -          -     4,796
Retirement of 75,763 shares of treasury stock of
  pooled Company                                               (1)           (961)         -               -        962         -
Other comprehensive income                                      -               -          -          24,823          -    24,823
                                                      ------------  --------------  ---------  --------------  ---------  --------
Balance at December 31, 2000                                  332         195,422     88,921          (1,934)   (13,100)  269,641
Net income                                                      -               -      3,737               -          -     3,737
Cash dividends - $0.68 per share                                -               -    (20,123)              -          -   (20,123)
Issuance of 1,075,366 shares to purchase First
  National Bancorp, Inc.                                       11          15,991          -               -          -    16,002
Payment in lieu of fractional shares                            -               -         (4)              -          -        (4)
Purchase of 727,037 treasury shares                             -               -          -               -    (11,126)  (11,126)
Issuance of 223,515 shares to employee benefit plans
  and other stock plans, including tax benefit                  1          (1,529)         -               -      3,901     2,373
Retirement of 63,034 shares of treasury stock of
  pooled company                                               (1)           (708)         -               -        709         -
Other comprehensive income                                      -               -          -           5,855          -     5,855
                                                      ------------  --------------  ---------  --------------  ---------  --------
Balance at December 31, 2001                          $       343         209,176     72,531           3,921    (19,616)  266,355
                                                      ============  ==============  =========  ==============  =========  ========
</TABLE>

See accompanying notes to consolidated financial statements.

Note: Cash dividends per share represent the historical cash dividends per share
      of NBT Bancorp Inc., adjusted to give retroactive effect to stock
      dividends. All other share and per share data is adjusted to give
      retroactive effect to stock dividends and pooling-of-interests.


                                       49
<PAGE>
<TABLE>
<CAPTION>
                                   NBT BANCORP INC. AND SUBSIDIARIES
                                 Consolidated Statements of Cash Flows
                             Years ended December 31, 2001, 2000 and 1999
                                            (in thousands)


                                                                         2001       2000       1999
                                                                      ----------  ---------  ---------
<S>                                                                   <C>         <C>        <C>
Operating activities:
  Net income                                                          $   3,737     14,154     32,592
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Provision for loan losses                                          31,929     10,143      6,896
      Depreciation of premises and equipment                              6,197      6,646      6,253
      Net accretion on securities                                        (5,369)      (678)    (1,211)
      Amortization of intangible assets                                   4,248      3,049      1,764
      Deferred income tax (benefit) expense                              (6,333)    (2,194)     2,067
      Proceeds from sale of loans held for sale                          16,570     25,425     41,899
      Originations and purchases of loans held for sale                 (14,360)   (20,950)   (40,471)
      Purchase of trading securities                                     (6,194)    (5,250)   (24,257)
      Proceeds from sales of trading securities                          29,844      5,261     24,305
      Net loss on disposal of premises and equipment                        164          -          -
      Net gains on sales of loans held for sale                             (27)      (172)      (342)
      Net security losses (gains)                                         7,692      2,273     (1,000)
      Net (gain) loss on sales of other real estate owned                   (17)        28       (159)
      Writedowns on other real estate owned                                 253        235        220
      Gain on sale of branch building                                    (1,367)         -          -
      Tax benefit from exercise of stock options                            327        660        296
      Net decrease (increase) in other assets                            (5,471)    (1,725)     1,221
      Net (decrease) increase in other liabilities                       (8,579)    24,784      1,622
                                                                      ----------  ---------  ---------
          Net cash provided by operating activities                      53,244     61,689     51,695
                                                                      ----------  ---------  ---------
Investing activities:
  Net cash and cash equivalents provided by acquisitions                  9,509     74,434    116,911
  Securities available for sale:
    Proceeds from maturities, calls and principal paydowns              335,280     98,755    139,519
    Proceeds from sales                                                  43,318    128,889    189,202
    Purchases                                                          (324,701)  (159,984)  (469,044)
  Securities held to maturity:
    Proceeds from maturities, calls, and principal paydowns              40,427     34,347     41,952
    Purchases                                                           (26,121)   (23,445)   (45,292)
  Net increase in loans                                                 (39,589)  (306,113)  (276,761)
  Net decrease (increase) in Federal Reserve and FHLB stock               9,902       (505)    (4,553)
  Purchases of premises and equipment, net                               (8,451)    (1,642)   (11,602)
  Proceeds from sales of other real estate owned                          3,476      4,272      5,451
                                                                      ----------  ---------  ---------
          Net cash provided by (used in) investing activities            43,050   (150,992)  (314,217)
                                                                      ----------  ---------  ---------
Financing activities:
  Net (decrease) increase in deposits                                   (36,214)   132,950    144,106
  Net (decrease) increase in short-term borrowings                      (63,437)    13,129     59,328
  Proceeds from issuance of long-term debt                              247,083      5,000     75,000
  Repayments of long-term debt                                         (215,005)   (22,543)    (7,425)
  Proceeds from the issuance of shares to employee
    benefit plans and other stock plans                                   2,046        507      6,826
  Issuance of capital securities                                              -          -     17,000
  Purchase of treasury stock                                            (11,126)    (1,680)    (9,628)
  Cash dividends and payment for fractional shares                      (20,127)   (18,447)   (15,745)
                                                                      ----------  ---------  ---------
          Net cash (used in) provided by financing activities           (96,780)   108,916    269,462
                                                                      ----------  ---------  ---------
Net increase (decrease) in cash and cash equivalents                       (486)    19,613      6,940
Cash and cash equivalents at beginning of year                          130,443    110,830    103,890
                                                                      ----------  ---------  ---------
Cash and cash equivalents at end of year                              $ 129,957    130,443    110,830
                                                                      ==========  =========  =========
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Interest                                                          $ 124,362    125,886    100,590
    Income taxes                                                          8,361     10,093     15,121
                                                                      ==========  =========  =========
  Noncash investing activities:
    Transfer of securities available for sale to trading securities   $   3,804     20,286          -
    Adjustment of securities AFS to fair value and decrease
      in net unrealized loss on securities AFS transferred
      to investment securities held to maturity, net of tax                   -     24,823     29,117
    Transfer of held to maturity securities to securities
      available for sale                                              $       -          -    184,007
    Transfer of loans to other real estate owned                      $   3,400      3,634      4,138
    Fair value of assets acquired                                     $ 109,599     43,873          -
    Fair value of liabilities assumed                                 $ 112,134    133,891    136,780
    Common stock issued for acquisitions                              $  16,002      4,796          -
                                                                      ==========  =========  =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       50
<PAGE>
<TABLE>
<CAPTION>
                        NBT BANCORP INC. AND SUBSIDIARIES

                 Consolidated Statements of Comprehensive Income

                  Years ended December 31, 2001, 2000 and 1999

                                 (in thousands)


                                                         2001    2000     1999
                                                        ------  ------  --------
<S>                                                     <C>     <C>     <C>
Net income                                              $3,737  14,154   32,592
                                                        ------  ------  --------

Other comprehensive income (loss), net of tax:
  Unrealized net holding gains (losses) arising
    during the year (pre-tax amounts of $2,779;
    $36,323 and $(50,196))                               1,641  23,334  (32,015)
  Net unrealized gain on securities transferred from
    investment securities held to maturity to
    securities available for sale (pre tax amounts of
    $-, $- and $4,877)                                       -       -    3,414
  Less:  Reclassification adjustment  for net losses
    (gains) related to securities available for sale
    included in net income (pre-tax amounts
    of $7,124; $2,320 and ($1,000))                      4,214   1,489     (516)
                                                        ------  ------  --------

      Total other comprehensive income (loss)            5,855  24,823  (29,117)
                                                        ------  ------  --------

Comprehensive income                                    $9,592  38,977    3,475
                                                        ======  ======  ========
</TABLE>

See accompanying notes to consolidated financial statements


                                       51
<PAGE>
                        NBT BANCORP INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000


(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     The  accounting  and reporting policies of NBT Bancorp Inc. ("Bancorp") and
     its  subsidiaries,  NBT  Bank,  N.A. (NBT Bank) and NBT Financial Services,
     Inc.  conform, in all material respects, to accounting principles generally
     accepted  in the United States of America ("GAAP") and to general practices
     within the banking industry. Collectively, Bancorp and its subsidiaries are
     referred  to  herein  as  "the  Company".

     The  preparation  of  financial statements in conformity with GAAP requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities and disclosure of contingent assets and
     liabilities  at  the  date  of  the  financial  statements and the reported
     amounts  of  revenues  and  expenses  during  the  reporting period. Actual
     results  could  differ  from  these  estimates.

     The  following  is  a  description  of  significant policies and practices:

     CONSOLIDATION

     The  accompanying consolidated financial statements include the accounts of
     Bancorp  and  its  wholly-owned  subsidiaries.  All  material  intercompany
     transactions  have  been  eliminated  in  consolidation. Amounts previously
     reported in the consolidated financial statements are reclassified whenever
     necessary  to  conform with the current year's presentation. In the "Parent
     Company  Financial  Information," the investment in subsidiaries is carried
     under  the  equity  method  of  accounting.

     SEGMENT  REPORTING

     The  Company's  operations are solely in the community banking industry and
     include the provision of traditional banking services. The Company operates
     solely  in  the  geographical  regions of central and northern New York and
     northeastern  Pennsylvania.  Management  makes  operating  decisions  and
     assesses  performance  based  on an ongoing review of its community banking
     operations,  which  constitute  the  Company's  only  reportable  segment.

     CASH  EQUIVALENTS

     The  Company  considers amounts due from correspondent banks, cash items in
     process  of  collection  and  institutional money market mutual funds to be
     cash equivalents for purposes of the consolidated statements of cash flows.


                                       52
<PAGE>
     SECURITIES

     The  Company  classifies  its  securities  at  date  of  purchase as either
     available  for  sale,  held  to  maturity or trading. Held to maturity debt
     securities  are  those  that the Company has the ability and intent to hold
     until  maturity.  Available for sale securities are recorded at fair value.
     Unrealized  holding  gains  and  losses,  net of the related tax effect, on
     available  for  sale securities are excluded from earnings and are reported
     in  stockholders'  equity as a component of accumulated other comprehensive
     income or loss. Held to maturity securities are recorded at amortized cost.
     Trading  securities  are  recorded at fair value, with net unrealized gains
     and  losses recognized currently in income. Transfers of securities between
     categories are recorded at fair value at the date of transfer. A decline in
     the fair value of any available for sale or held to maturity security below
     cost  that  is deemed other-than-temporary is charged to earnings resulting
     in  the establishment of a new cost basis for the security. Securities with
     an  other-than-temporary  impairment  are  generally  placed  on nonaccrual
     status.

     Non-marketable equity securities are carried at cost, with the exception of
     small  business investment company (SBIC) investments, which are carried at
     fair  value  in  accordance  with  SBIC  rules.

     Premiums  and  discounts  are  amortized  or  accreted over the life of the
     related  security  as  an  adjustment  to  yield using the interest method.
     Dividend and interest income are recognized when earned. Realized gains and
     losses  on  securities  sold  are derived using the specific identification
     method  for  determining  the  cost  of  securities  sold.

     Investments  in  Federal  Reserve  and  Federal  Home  Loan  Bank stock are
     required  for  membership  in  those  organizations and are carried at cost
     since  there  is  no  market  value  available.

     LOANS,  LEASES,  AND  ALLOWANCE  FOR  LOAN  AND  LEASE  LOSSES

     Loans  are  recorded  at  their  current  unpaid  principal balance, net of
     unearned income and unamortized loan fees and expenses, which are amortized
     under  the effective interest method over the estimated lives of the loans.
     Interest income on loans is primarily accrued based on the principal amount
     outstanding.

     Lease  receivables  primarily  represent  automobile financing to customers
     through  direct  financing  leases  and are carried at the aggregate of the
     lease  payments  receivable  and  the  estimated  residual  values,  net of
     unearned  income  and  net  deferred  lease origination fees and costs. Net
     deferred lease origination fees and costs are amortized under the effective
     interest  method  over  the  estimated  lives  of the leases. The estimated
     residual  value related to the total lease portfolio is reviewed quarterly,
     and  if  there  has been a decline in the estimated fair value of the total
     residual  value  that is judged by management to be other-than-temporary, a
     loss  is  recognized.  Adjustments  related  to  such  other-than-temporary
     declines in estimated fair value are recorded in noninterest expense in the
     consolidated  statements  of  income.


                                       53
<PAGE>
     Loans  and leases are placed on nonaccrual status when timely collection of
     principal  and  interest  in accordance with contractual terms is doubtful.
     Loans  and  leases  are  transferred  to  a nonaccrual basis generally when
     principal  or  interest  payments become ninety days delinquent, unless the
     loan  is  well  secured  and  in  the process of collection, or sooner when
     management concludes circumstances indicate that borrowers may be unable to
     meet  contractual  principal  or interest payments. When a loan or lease is
     transferred  to a nonaccrual status, all interest previously accrued in the
     current  period  but  not  collected is reversed against interest income in
     that  period.  Interest  accrued  in  a  prior  period and not collected is
     charged-off  against  the  allowance  for  loan  and  lease  losses.

     If  ultimate  repayment  of  a  non-accrual  loan is expected, any payments
     received  are  applied  in  accordance  with contractual terms. If ultimate
     repayment  of  principal  is  not  expected,  any  payment  received  on  a
     non-accrual  loan  is applied to principal until ultimate repayment becomes
     expected.  Nonaccrual loans are returned to accrual status when they become
     current as to principal and interest or demonstrate a period of performance
     under  the  contractual  terms and, in the opinion of management, are fully
     collectible as to principal and interest. When in the opinion of management
     the  collection  of  principal  appears  unlikely,  the  loan  balance  is
     charged-off  in  total  or  in  part.

     Commercial  type loans are considered impaired when it is probable that the
     borrower  will  not  repay  the  loan according to the original contractual
     terms  of the loan agreement, and all loan types are considered impaired if
     the  loan  is  restructured  in  a  troubled  debt  restructuring.

     A  loan is considered to be a trouble debt restructured loan (TDR) when the
     Company  grants  a  concession  to  the  borrower because of the borrower's
     financial  condition that it would not otherwise consider. Such concessions
     include  the  reduction  of  interest  rates,  forgiveness  of principal or
     interest  or  other  modifications at interest rates that are less than the
     current  market  rate for new obligations with similar risk. TDR loans that
     are  in  compliance  with their modified terms and that yield a market rate
     may  be  removed  from  the  TDR  status  after  a  period  of performance.

     The allowance for loan and lease losses is the amount which, in the opinion
     of  management, is necessary to absorb probable losses inherent in the loan
     and  lease  portfolio.  The  allowance  is  determined  based upon numerous
     considerations,  including  local  economic  conditions,  the  growth  and
     composition  of  the  loan  portfolio  with  respect to the mix between the
     various  types of loans and their related risk characteristics, a review of
     the  value of collateral supporting the loans, comprehensive reviews of the
     loan portfolio by the Independent Loan Review staff and management, as well
     as  consideration  of  volume  and  trends of delinquencies, non-performing
     loans,  and loan charge-offs. As a result of the test of adequacy, required
     additions  to the allowance for loan and lease losses are made periodically
     by  charges  to  the  provision  for  loan  and  lease  losses.

     The  allowance for loan and lease losses related to impaired loans is based
     on  discounted  cash flows using the loan's initial effective interest rate
     or  the  fair  value of the collateral for certain loans where repayment of
     the  loan  is  expected  to be provided solely by the underlying collateral
     (collateral  dependent  loans).  The Company's impaired loans are generally
     collateral  dependent. The Company considers the estimated cost to sell, on
     a  discounted  basis,  when determining the fair value of collateral in the
     measurement  of  impairment  if those costs are expected to reduce the cash
     flows  available  to  repay  or  otherwise  satisfy  the  loans.


                                       54
<PAGE>
     Management  believes  that  the  allowance  for  loan  and  lease losses is
     adequate. While management uses available information to recognize loan and
     lease  losses,  future additions to the allowance for loan and lease losses
     may  be necessary based on changes in economic conditions or changes in the
     values  of  properties  securing  loans  in  the process of foreclosure. In
     addition,  various  regulatory  agencies,  as  an  integral  part  of their
     examination  process,  periodically review the Company's allowance for loan
     and  lease  losses.  Such  agencies  may  require  the Company to recognize
     additions  to  the  allowance  for  loan  and  lease  losses based on their
     judgements  about  information  available  to  them  at  the  time of their
     examination  which  may  not  be  currently  available  to  management.

     PREMISES  AND  EQUIPMENT

     Premises  and  equipment are stated at cost, less accumulated depreciation.
     Depreciation  of  premises  and  equipment is determined using the straight
     line  method  over  the  estimated  useful  lives of the respective assets.
     Expenditures  for  maintenance, repairs, and minor replacements are charged
     to  expense  as  incurred.

     OTHER  REAL  ESTATE  OWNED

     Other  real  estate  owned ("OREO") consists of properties acquired through
     foreclosure or by acceptance of a deed in lieu of foreclosure. These assets
     are  recorded  at  the  lower  of  fair  value  of  the asset acquired less
     estimated  costs  to  sell  or "cost" (defined as the fair value at initial
     foreclosure).  At  the  time  of  foreclosure,  or  when foreclosure occurs
     in-substance,  the excess, if any of the loan over the fair market value of
     the  assets  received,  less  estimated  selling  costs,  is charged to the
     allowance  for  loan  losses  and  any subsequent valuation write-downs are
     charged  to  other  expense. Operating costs associated with the properties
     are  charged to expense as incurred. Gains on the sale of OREO are included
     in  income  when  title  has  passed  and the sale has met the minimum down
     payment  requirements  prescribed  by  GAAP.

     TREASURY  STOCK

     Treasury  stock  acquisitions  are  recorded  at  cost. Subsequent sales of
     treasury  stock are recorded on an average cost basis. Gains on the sale of
     treasury  stock  are  credited to additional paid-in-capital. Losses on the
     sale  of  treasury  stock  are charged to additional paid-in-capital to the
     extent  of  previous  gains,  otherwise  charged  to  retained  earnings.

     INCOME  TAXES

     Income  taxes  are  accounted for under the asset and liability method. The
     Company  files  a  consolidated  tax  return on the accrual basis. Deferred
     income taxes are recognized for the future tax consequences attributable to
     differences  between  the  financial statement carrying amounts of existing
     assets  and liabilities and their respective tax bases. Deferred tax assets
     and  liabilities  are measured using enacted tax rates expected to apply to
     taxable  income  in  the  years  in  which  those temporary differences are
     expected  to  be  recovered  or  settled. The effect on deferred taxes of a
     change in tax rates is recognized in income in the period that includes the
     enactment  date.


                                       55
<PAGE>
     STOCK-BASED  COMPENSATION

     The  Company  accounts for its stock-based compensation plans in accordance
     with  the  provisions  of Accounting Principles Board (APB) Opinion No. 25,
     "Accounting for Stock Issued to Employees," and related interpretations. On
     January  1,  1996,  the  Company  adopted Statement of Financial Accounting
     Standards  (SFAS) No. 123, "Accounting for Stock-Based Compensation," which
     permits  entities  to recognize as expense over the vesting period the fair
     value  of  all  stock  based  awards  measured  on  the  date  of  grant.
     Alternatively,  SFAS  No.  123  allows  entities  to  continue to apply the
     provisions  of  APB Opinion No. 25 and provide pro forma net income and pro
     forma net income per share disclosures for employee stock-based grants made
     in  1995  and  thereafter as if the fair value based method defined in SFAS
     No.  123 had been applied. The Company has elected to continue to apply the
     provisions  of  APB Opinion No. 25 and provide the pro forma disclosures of
     SFAS  No.  123.

     PER  SHARE  AMOUNTS

     Basic  earnings  per  share  (EPS)  excludes  dilution  and  is computed by
     dividing  income  available  to common stockholders by the weighted average
     number  of  common  shares outstanding for the period. Diluted EPS reflects
     the potential dilution that could occur if securities or other contracts to
     issue  common  stock  were  exercised  or  converted  into  common stock or
     resulted  in  the issuance of common stock that then shared in the earnings
     of  the  entity  (such  as  the  Company's  dilutive  stock  options).

     All  share  and per share data has been restated to give retroactive effect
     to  pooling-of-interests  and  stock  dividends.

     OTHER  FINANCIAL  INSTRUMENTS

     The  Company  is  a  party  to  certain  other  financial  instruments with
     off-balance-sheet  risk  such as commitments to extend credit, unused lines
     of credit, and standby letters of credit, as well as certain mortgage loans
     sold  to  investors  with  recourse. The Company's policy is to record such
     instruments  when  funded.

     COMPREHENSIVE  INCOME

     At  the  Company,  comprehensive  income  represents  net income plus other
     comprehensive  income, which consists of the net change in unrealized gains
     or  losses  on securities available for sale, net unrealized gains from the
     transfer  of  held  to  maturity  securities  to available for sale, net of
     income  taxes,  for  the  period.  Accumulated  other  comprehensive income
     represents  the  net unrealized gains or losses on securities available for
     sale,  net  of  income  taxes,  as of the consolidated balance sheet dates.

     PENSION  COSTS

     The  Company  maintains  a  non  contributory, defined benefit pension plan
     covering  substantially  all  employees,  as  well as supplemental employee
     retirement  plans  covering certain executives. Costs associated with these
     plans,  based  on actuarial computations of current and future benefits for
     employees,  are  charged  to  current  operating  expenses.


                                       56
<PAGE>
     TRUST

     Assets  held  by  the  Company  in  a  fiduciary or agency capacity for its
     customers are not included in the accompanying consolidated balance sheets,
     since  such  assets are not assets of the Company. Such assets totaled $1.3
     billion and $1.4 billion at December 31, 2001 and 2000, respectively. Trust
     income  is  recognized  on  the  accrual  method based on contractual rates
     applied  to  the  balances  of  trust  accounts.

     NEW  ACCOUNTING  PRONOUNCEMENT  - ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
     HEDGING  ACTIVITIES

     The  Company  adopted  the  provisions  of  SFAS  No.  133, "Accounting for
     Derivative  Instruments and Hedging Activities," effective January 1, 2001.
     This  statement  establishes  accounting  and  reporting  standards  for
     derivative  instruments,  including certain derivative instruments embedded
     in  other contracts, and for hedging activities. It requires that an entity
     recognize  all  derivatives  as either assets or liabilities in the balance
     sheet  and  measure  those  instruments  at fair value. Changes in the fair
     value  of  the  derivative financial instruments are reported in either net
     income  or  as a component of comprehensive income. Consequently, there may
     be  increased  volatility  in  net  income,  comprehensive  income,  and
     stockholders'  equity  on  an  ongoing  basis as a result of accounting for
     derivatives  in  accordance  with  SFAS  No.  133.

     Special  hedge  accounting treatment is permitted only if specific criteria
     are  met,  including  a requirement that the hedging relationship be highly
     effective  both at inception and on an ongoing basis. Accounting for hedges
     varies  based  on  the  type of hedge - fair value or cash flow. Results of
     effective  hedges  are recognized in current earnings for fair value hedges
     and  in  other  comprehensive  income  for  cash  flow  hedges. Ineffective
     portions  of  hedges  are  recognized  immediately  in earnings and are not
     deferred.

     The  Company  has  certain  embedded  derivative  instruments  related to a
     deposit  product and two debt securities that have costs and returns linked
     to  the  performance  of  the  NASDAQ 100 index. Management determined that
     these  debt  securities  and  the  deposit product do not qualify for hedge
     accounting under SFAS No. 133. The embedded derivatives have been separated
     from  the  underlying host instruments for financial reporting purposes and
     accounted  for  at  fair value. In connection with the adoption of SFAS No.
     133  as of January 1, 2001, the Company recorded a charge to earnings for a
     transition  adjustment  of $159,000 ($95,000, after-tax) for the net impact
     of  recording  these embedded derivatives on the consolidated balance sheet
     at  fair  value.  Due  to  the insignificance of the amount, the transition
     adjustment  is  not  reflected  as  a  cumulative  effect  of  a  change in
     accounting  principle  or the consolidated statement of income for the year
     ended  December 31, 2001 but is instead recorded in net securities (losses)
     gains.


                                       57
<PAGE>
     The  total  amortized  cost  and  estimated  fair  value  of these two debt
     securities (including the embedded derivatives, which are classified in the
     consolidated  balance  sheet  with  the underlying host instrument) is $6.2
     million  and  $6.2  million,  respectively,  at  December 31, 2001 and $7.0
     million  and  $6.4  million,  respectively,  at  December  31,  2000.  The
     securities'  rate of return is based on an original NASDAQ 100 index value,
     with  the  index value resetting annually over a five-year period. The rate
     or  return is capped on these debt securities as follows: $3.0 million have
     a  35% annual rate of return cap and $4.0 million have a 25% annual rate of
     return  cap. The $4.000 million security has a guaranteed rate of return of
     2% regardless of the performance of the NASDAQ 100 index over its five year
     period.  The  securities are scheduled to mature in 2005 and the Company is
     guaranteed  to  receive the face value of the securities at maturity. These
     two  debt  securities  are valued similar to zero coupon bonds coupled with
     the  value  of  NASDAQ  100 futures contracts. The primary purpose of these
     debt  securities  is  to  provide  a  certain level of hedging related to a
     deposit  product  the  Company  offered  in  2000  that  has  similar
     characteristics  to the bonds. The two debt securities were sold in 2002 at
     amounts  approximating  their  carrying  values  at  December  31,  2001.

     As  of December 31, 2001 and 2000, the face value of the NASDAQ 100 deposit
     product  was $1.3 million and $1.4 million, respectively, with an estimated
     fair  value  (including the embedded derivative, which is classified in the
     consolidated  balance  sheet  with  the underlying host instrument) of $1.0
     million and $1.2 million, respectively. The NASDAQ 100 deposit product is a
     five  year  certificate  of  deposit with a maturity date in July 2005. The
     deposit's  interest  rate  is  based on an original NASDAQ 100 index value,
     with  the  index  value  resetting  annually  over  a five-year period. The
     maximum  annual  interest  rate  is 20%, and the Company has guaranteed the
     return  of  the  original deposit balance to the customer (i.e. the minimum
     rate  for  the  five  period  cannot  be  negative).  The  Company does not
     currently  offer  the  NASDAQ  100  deposit  product and does not currently
     intend  to  re-introduce  this  product  in  the  foreseeable  future.

     As of January 1, 2001, the Company had recorded on its consolidated balance
     sheet  an  asset  of  $800,000 and a liability of $160,000 representing the
     estimated  fair values of both the embedded derivatives related to the debt
     securities and time deposit product, respectively, linked to the NASDAQ 100
     index.  During  the  year  ended  December 31, 2001, the Company recorded a
     $640,000  net loss related to the adjustment of the embedded derivatives to
     estimated  fair  value, which was recorded in net gain (loss) on securities
     transactions  on  the  consolidated statement of income. As of December 31,
     2001,  the  embedded  derivatives  related  to the debt securities and time
     deposit  product  linked  to  the  NASDAQ  100  index  had  no  value.

     At  December  31,  2001,  the Company has no other derivatives as currently
     defined  by  SFAS  No.  133.

     NEW ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR CERTAIN TRANSITIONS INVOLVING
     STOCK  COMPENSATION

     In  March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
     Certain Transactions Involving Stock Compensation". FASB Interpretation No.
     44 clarifies the application of Accounting Principles Board Opinion No. 25,
     "Accounting for Stock Issued to Employees" for certain issues. The adoption
     of  this  Interpretation  on July 1, 2000 did not have a material effect on
     the  Company's  consolidated  financial  statements.


                                       58
<PAGE>
     NEW  ACCOUNTING  PRONOUNCEMENT  - ACCOUNTING FOR TRANSFERS AND SERVICING OF
     FINANCIAL  ASSETS  AND  EXTINGUISHMENTS  OF  LIABILITIES

     In  September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
     and  Servicing  of  Financial Assets and Extinguishments of Liabilities", a
     replacement  of  SFAS No. 125. SFAS No. 140 addresses implementation issues
     that  were  identified in applying SFAS No. 125. This statement revises the
     standards  for  accounting  for  securitizations  and  other  transfers  of
     financial  assets  and  collateral and requires certain disclosures, but it
     carries  over  most  of  the  provisions  of  SFAS  No.  125  without
     reconsideration.  SFAS  No. 140 is effective for transfers and servicing of
     financial  assets  and extinguishments of liabilities occurring after March
     31, 2001. SFAS No. 140 is effective for recognition and reclassification of
     collateral  and for disclosures relating to securitization transactions and
     collateral  for fiscal years ending after December 15, 2000. This statement
     is  to  be  applied prospectively with certain exceptions. Other than those
     exceptions,  earlier  or  retroactive  application  is  not  permitted. The
     adoption  of  SFAS  No. 140 did not have a material effect on the Company's
     consolidated  financial  statements.

     NEW ACCOUNTING PRONOUNCEMENT - BUSINESS COMBINATIONS AND GOODWILL AND OTHER
     INTANGIBLE  ASSETS

     In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
     No.  142,  Goodwill and Other Intangible Assets. SFAS 141 requires that the
     purchase  method  of  accounting  be  used  for  all  business combinations
     initiated after June 30, 2001. In addition, the provisions of Statement No.
     141 apply to all purchase method business combinations completed after June
     30,  2001.  SFAS 141 also specifies the criteria intangible assets acquired
     in  a  purchase  method business combination must meet to be recognized and
     reported  apart  from  goodwill.  SFAS  142  will require that goodwill and
     intangible  assets with indefinite useful lives no longer be amortized, but
     instead  tested  for  impairment  at  least annually in accordance with the
     provisions  of  SFAS 142. SFAS 142 will also require that intangible assets
     with  definite  useful  lives  be amortized over their respective estimated
     useful  lives  to  their  estimated  residual  values,  and  reviewed  for
     impairment  in  accordance with SFAS No. 121, Accounting for the Impairment
     of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Effective
     January  1,  2002, SFAS No. 121 was superceded by SFAS No. 144, "Accounting
     for  the  Impairment  or  Disposal  of  Long-Lived  Assets."

     Currently,  the  FASB  has  stated that the unidentifiable intangible asset
     acquired  in the acquisition of a bank or thrift (including acquisitions of
     branches), where the fair value of the liabilities assumed exceeds the fair
     value  of  the  assets  acquired, should continue to be accounted for under
     SFAS  No.  72,  "Accounting  for  Certain Acquisitions of Banking or Thrift
     Institutions."  Under  SFAS No. 72, all of the intangible assets associated
     with  branch  acquisitions  recorded  on the Company's consolidated balance
     sheet  as  of December 31, 2001 will continue to be amortized. The FASB has
     announced  that  additional  research  will  be performed to decide whether
     unidentifiable  intangible  assets  recorded  under  SFAS  No. 72 should be
     accounted  for  similarly to goodwill under SFAS No. 142. However, issuance
     of  final  opinion  with  respect  to this matter is not expected until the
     fourth  quarter  of  2002.

     The  Company  adopted the provisions of Statement 141 in 2001. The adoption
     of  this  Statement  did  not  have an impact on the Company's consolidated
     financial  statements.  The  Company is required to adopt the provisions of
     Statement  142  effective  January  1, 2002. Goodwill and intangible assets
     acquired  in  business combinations completed before July 1, 2001 continued
     to  be  amortized  prior  to  the  adoption  of  Statement  142.


                                       59
<PAGE>
     SFAS  No.  141 will require upon adoption of SFAS No. 142, that the Company
     evaluate  its existing intangible assets and goodwill that were acquired in
     a  prior  purchase  business  combination,  and  to  make  any  necessary
     reclassifications in order to conform with the new criteria in SFAS No. 141
     for  recognition  apart  from  goodwill. Upon adoption of SFAS No. 142, the
     Company  will  be required to reassess the useful lives and residual values
     of  all  intangible  assets acquired in purchase business combinations, and
     make  any necessary amortization period adjustments by the end of the first
     interim  period  after  adoption.  In addition, to the extent an intangible
     assets  is identified as having an indefinite useful life, the Company will
     be  required to test the intangible asset for impairment in accordance with
     the  provisions  of  SFAS  No.  142  within  the  first  interim  period.

     In  connection  with  the transitional goodwill impairment evaluation, SFAS
     No.  142  requires the Company to perform an assessment of whether there is
     an  indication  that  goodwill is impaired as of the date of adoption based
     upon  criteria  contained in SFAS No. 142. Any transitional impairment loss
     would  be  recognized  as  the  cumulative effect of a change in accounting
     principle  in the Company's consolidated statement of income. At this time,
     the  Company  has  not  completed  its  transitional  goodwill  impairment
     evaluation.  However,  the  Company  does  not anticipate there will be any
     significant  transitional  impairment  losses from the adoption of SFAS No.
     142.

     Prior to the adoption of SFAS No. 142, goodwill and other intangible assets
     were  being amortized on a straight-line basis over periods ranging from 10
     years  to 25 years from the acquisition date. The Company reviewed goodwill
     and  other  intangible  assets on a periodic basis for events or changes in
     circumstances  that may have indicated that the carrying amount of goodwill
     was  not  recoverable.

     At  December  31, 2001, the Company had unamortized goodwill related to its
     acquisitions  of  First  National  Bancorp,  Inc.  (FNB)  in  June 2001, M.
     Griffith Inc. in May 2000 (see note 2) and other bank acquisitions totaling
     $15.5  million.  The  amortization of this goodwill amounted to $.8 million
     for  the  year  ended December 31, 2001 ($1.0 million when annualized for a
     full  year's amortization of the FNB goodwill). In accordance with SFAS No.
     142,  the  Company  will  no  longer  amortize  this goodwill subsequent to
     December  31,  2001, which will reduce non-interest expenses by $.8 million
     in  2002,  as  compared  to  2001.

     At  December  31,  2001,  the  Company  had  unidentified intangible assets
     accounted  for  under SFAS No. 72 of approximately $33.0 million related to
     various  branch  acquisitions  (see  note  2).  This  intangible  asset  is
     currently  excluded for the scope of SFAS No. 142. The amortization expense
     related  to  these  unidentified intangible assets totaled $2.7 million for
     the  year  ended  December  31,  2001.  As  noted  above, while the FASB is
     reconsidering the exclusion of this type of intangible asset from the scope
     of SFAS No. 142, at the present time this intangible asset will continue to
     be  amortized.

     At  December  31,  2001,  the  Company  had  core deposit intangible assets
     related to various branch acquisitions of $2.2 million. The amortization of
     these  intangible  assets  amounted  to  $.7  million during the year ended
     December 31, 2001. In accordance with SFAS No. 142, these intangible assets
     will  continue  to  be  amortized.


                                       60
<PAGE>
     NEW  ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

     On  August  16,  2001,  the  FASB issued SFAS No. 143 "Accounting for Asset
     Retirement  Obligations."  Statement 143 addresses financial accounting and
     reporting for obligations associated with retirement of tangible long-lived
     assets  and the associated asset retirement costs. Statement 143 applies to
     all  entities.  This  Statement requires that the fair value of a liability
     for  an asset retirement obligation be recognized in the period in which it
     is  incurred  if  a  reasonable  estimate  of  fair  value can be made. The
     associated  asset  retirement costs are capitalized as part of the carrying
     amount  of  the  long-lived  asset.  Under this Statement, the liability is
     discounted  and  the  accretion  expense  is  recognized  using  the
     credit-adjusted  risk-free  interest  rate in effect when the liability was
     initially recognized. The FASB issued this Statement to provide consistency
     for  the  accounting  and  reporting  of  liabilities  associated  with the
     retirement  of  tangible  long-lived  assets  and  the  associated  asset
     retirement  costs.  The  Statement  is  effective  for financial statements
     issued  for fiscal years beginning after June 15, 2002. Earlier application
     is  permitted.  The  Company  does  not  expect  a  material  impact on its
     consolidated  financial  statements  when  this  Statement  is  adopted.

     NEW ACCOUNTING PRONOUNCEMENT - ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF
     LONG-LIVED  ASSETS

     On  October  3,  2001,  The  FASB  issued  SFAS No. 144 "Accounting for the
     Impairment  or  Disposal  of  Long-Lived  Assets". This Statement addresses
     financial  accounting  and  reporting  for  the  impairment  or disposal of
     long-lived  assets.  This Statement supersedes SFAS No. 121 "Accounting for
     the  Impairment  of  Long-Lived  Assets  and  for  Long-Lived  Assets to be
     Disposed  Of."  This Statement also supersedes the accounting and reporting
     provisions  of  APB  Opinion  No.  30  "Reporting  the  Results  of
     Operations-Reporting  the  Effects  of Disposal of a Segment of a Business,
     and  Extraordinary,  Unusual  and  Infrequently  Occurring  Events  and
     Transactions." The changes in this Statement improve financial reporting by
     requiring  that  one  accounting  model be used for long-lived assets to be
     disposed  of  by  broadening the presentation of discontinued operations to
     include  more  disposal  transactions.  This  Statement  is  effective  for
     financial  statements  issued for fiscal years beginning after December 15,
     2001  and interim periods within those fiscal years. The provisions of this
     Statement  are  to  be applied prospectively. The Company does not expect a
     material  impact  on  its  consolidated  financial  statements  when  this
     Statement  is  adopted.


(2)  MERGER  AND  ACQUISITION  ACTIVITY

     On  June  1,  2001, the Company completed the acquisition of First National
     Bancorp,  Inc.  (FNB) whereby FNB was merged with and into NBT Bancorp Inc.
     At the same time FNB's subsidiary, First National Bank of Northern New York
     (FNB Bank) was merged into NBT Bank, N.A. The acquisition was accounted for
     using the purchase method. As such, both the assets and liabilities assumed
     have  been  recorded  on  the  consolidated balance sheet of the Company at
     estimated  fair  value  as  of  the  date of acquisition and the results of
     operations  are  included in the Company's consolidated statement of income
     from the acquisition date forward. To complete the transaction, the Company
     issued  approximately  1,075,000 shares of its common stock valued at $16.0
     million.  Goodwill,  representing  the  cost  over net assets acquired, was
     approximately  $7.0  million  and  was being amortized through December 31,
     2001  on  a straight-line basis based on a twenty year amortization period.


                                       61
<PAGE>
     On  September 14, 2001, the Company acquired $14.4 million in deposits from
     Mohawk  Community  Bank.  Unidentified  intangible assets, accounted for in
     accordance  with  SFAS  No. 72 and representing the excess of cost over net
     assets  acquired,  was  $665,000  and is being amortized over 15 years on a
     straight-line  basis. Additionally, the Company identified $119,000 of core
     deposit  intangible  asset.

     On November 8, 2001, the Company, pursuant to a merger agreement dated June
     18,  2001,  completed  its  merger  with  CNB Financial Corp. (CNB) and its
     wholly  owned subsidiary, Central National Bank (CNB Bank), whereby CNB was
     merged  with  and into NBT, and CNB Bank was merged with and into NBT Bank.
     CNB Bank then became a division of NBT Bank. In connection with the merger,
     CNB stockholders received 1.2 shares of the Company's common stock for each
     share  of CNB stock and the Company issued approximately 8.9 million shares
     of  common  stock.  The  transaction  is  structured  to  be  tax-free  to
     shareholders  of  CNB and has been accounted for as a pooling-of-interests.
     Accordingly,  these consolidated financial statements have been restated to
     present combined consolidated financial condition and results of operations
     of NBT and CNB as if the merger had been in effect for all years presented.
     At  September  30,  2001,  CNB  had  consolidated assets of $983.1 million,
     deposits  of  $853.7 million and equity of $62.8 million. CNB Bank operated
     29  full  service  banking  offices  in  nine  upstate  New  York counties.

     The  following table presents net interest income, net income, and earnings
     per  share  reported  by  CNB,  NBT  and  the  Company on a combined basis:


                                       FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                       ---------------------------------------
                                               2001                 2000
                                       -------------------  ------------------
                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
     Net interest income:
       NBT                             $            76,697              70,933
       CNB                                          24,496              25,192
                                       -------------------  ------------------

         Combined                      $           101,193              96,125
                                       ===================  ==================

     Net income:
       NBT                             $            17,427              14,504
       CNB                                             266               6,113
                                       -------------------  ------------------

    Combined                           $            17,693              20,617
                                       ===================  ==================

     Basic earnings per share:
       NBT                             $              0.72                0.62
       CNB                                            0.04                0.82

    Combined                                          0.54                0.64

     Diluted earnings per share:
       NBT                             $              0.72                0.62
       CNB                                            0.04                0.81

    Combined                                          0.54                0.63


                                       62
<PAGE>
     On  February 17, 2000, the Company consummated a merger, whereby Lake Ariel
     Bancorp,  Inc.  (Lake Ariel) and its subsidiaries were merged with and into
     the  Company with each issued and outstanding share of Lake Ariel exchanged
     for  0.9961 shares of Bancorp common stock. The transaction resulted in the
     issuance  of approximately 5.0 million shares of Bancorp common stock. Lake
     Ariel's  commercial  banking  subsidiary  was  LA  Bank,  N.A.

     On July 1, 2000, the Company consummated a merger, whereby Pioneer American
     Holding  Company  Corp.  (Pioneer  Holding Company) and its subsidiary were
     merged  with and into the Company with each issued and outstanding share of
     Pioneer Holding Company exchanged for 1.805 shares of Bancorp common stock.
     The  transaction  resulted  in  the  issuance  of approximately 5.2 million
     shares  of  Bancorp  common  stock.  Pioneer  Holding  Company's commercial
     banking  subsidiary  was  Pioneer  American  Bank,  N.A.

     The  Lake  Ariel  and Pioneer Holding Company mergers qualified as tax-free
     exchanges  and  were  accounted  for as poolings-of-interests. Accordingly,
     these  consolidated  financial statements have been restated to present the
     combined  consolidated financial condition and results of operations of all
     companies  as  if  the  mergers had been in effect for all years presented.

     LA  Bank, N.A. and Pioneer Bank N.A. were commercial banks headquartered in
     Northeast  Pennsylvania  with  approximately $570 million and $420 million,
     respectively,  in  assets at December 31, 1999, and twenty-two and eighteen
     branch  offices,  respectively, in five counties. Immediately following the
     Lake Ariel and Pioneer Holding Company mergers described above, Bancorp was
     the surviving holding company for NBT Bank, LA Bank, N.A., Pioneer American
     Bank,  N.A. and NBT Financial Services, Inc. On November 10, 2000, LA Bank,
     N.A.  changed  its  name to Pennstar. On December 9, 2000, Pioneer American
     Bank, N.A. was merged into Pennstar. On March 16, 2001, Pennstar was merged
     with  and  into  NBT  Bank  and  became  a  division  of  NBT  Bank.

     On  May  5,  2000,  the Company consummated the acquisition of M. Griffith,
     Inc. a Utica, New York based securities firm offering investment, financial
     advisory  and  asset-management  services,  primarily  in the Mohawk Valley
     region. At that time, M. Griffith, Inc., a full-service broker/dealer and a
     Registered  Investment  Advisor,  became  a  wholly-owned subsidiary of NBT
     Financial  Services,  Inc.  The  acquisition  was  accounted  for using the
     purchase  method. As such, both the assets acquired and liabilities assumed
     have  been  recorded  on  the  consolidated balance sheet of the Company at
     estimated  fair  value  as of the date of acquisition. M. Griffith, Inc.'s,
     results  of operations are included in the Company's consolidated statement
     of  income  from  the  date  of  acquisition  forward.  To  complete  the
     transaction,  the Company issued approximately 421,000 shares of its common
     stock,  valued  at  $4.8  million. Goodwill, representing the cost over net
     assets  acquired,  was  $3.4  million and was being amortized, prior to the
     adoption  of  SFAS  No.  142  on  January  1, 2002, over fifteen years on a
     straight-line  basis.


                                       63
<PAGE>
     On June 2, 2000, one of Bancorp's subsidiaries, LA Bank, N.A. (subsequently
     renamed  Pennstar),  purchased two branches from Mellon Bank. Deposits from
     the  Mellon  Bank  branches  were  approximately  $36.7  million, including
     accrued  interest  payable. In addition, the Company received approximately
     $32.2  million  in  cash  as consideration for net liabilities assumed. The
     acquisition  was accounted for using the purchase method. As such, both the
     assets  acquired  and  liabilities  assumed  have  been  recorded  on  the
     consolidated balance sheet of the Company at estimated fair value as of the
     date  of  the acquisition. Unidentified intangible assets, accounted for in
     accordance  with  SFAS  No. 72 and representing the excess of cost over net
     assets  acquired,  was $4.3 million and is being amortized over 15 years on
     the  straight-line  basis. The branches' results of operations are included
     in  the  Company's  consolidated  statement  of  income  from  the  date of
     acquisition  forward.

     On  November  10, 2000, Pennstar purchased six branches from Soverign Bank.
     Deposits  from the Soverign Bank branches were approximately $96.8 million,
     including  accrued  interest  payable.  Pennstar. also purchased commercial
     loans  associated  with  the  branches  with  a  net  book balance of $42.4
     million.  In  addition,  the  Company  received  $40.9  million  in  cash
     consideration  for  net  liabilities assumed. The acquisition was accounted
     for  using  the  purchase  method.  As  such,  both the assets acquired and
     liabilities assumed have been recorded on the consolidated balance sheet of
     the  Company  at  estimated  fair  value as of the date of the acquisition.
     Unidentified  intangible  assets, accounted for in accordance with SFAS No.
     72  and representing the excess of cost over net assets acquired, was $12.7
     million  and is being amortized over 15 years on a straight-line basis. The
     branches'  results of operations are included in the Company's consolidated
     statement  of  income  from  the  date  of  acquisition  forward.

     In  August  1999,  CNB purchased five branches from Astoria Federal Savings
     and  Loan.  Deposits  from  the  Astoria branches were approximately $156.5
     million,  including  accrued  interest  payable.  CNB  also  purchased
     approximately $3.7 million in branch related assets, primarily the real and
     personal  property  associated  with the branches, cash at the branches, as
     well  as  a  limited  amount  of  deposit  related  loans. In addition, CNB
     received $133.9 million in cash considerations for net liabilities assumed.
     The  acquisition was accounted for using the purchase method. As such, both
     the  assets  acquired  and  liabilities  assumed  have been recorded on the
     consolidated balance sheet of the Company at estimated fair value as of the
     date  of  the acquisition. Unidentified intangible assets, accounted for in
     accordance  with  SFAS  No. 72 and representing the excess of cost over net
     assets  acquired, was $19.9 million and is being amortized over 15 years on
     a  straight-line basis. The branches' results of operations are included in
     the Company's consolidated statement of income from the date of acquisition
     forward.

     During  2001,  the  following  merger, acquisition and reorganization costs
     were  recognized:

     Professional fees                               $ 5,956
     Data processing                                   2,092
     Severance                                         3,270
     Branch closings                                   2,412
     Advertising and supplies                            313
     Hardware and software writeoffs                     402
     Miscellaneous                                       877
                                                     -------
                                                     $15,322
                                                     =======


                                       64
<PAGE>
     With  the  exception  of hardware and software writeoffs and certain branch
     closing  costs,  all  of  the above costs have been or will be paid through
     normal  cash  flow from operations. At December 31, 2001, after payments of
     certain  merger,  acquisition  and  reorganization costs, the Company had a
     remaining  accrued  liability  for  merger,  acquisition and reorganization
     costs  incurred  during  2001  as  follows:

     Professional fees                               $2,009
     Data processing                                    241
     Severance                                        3,074
     Branch closings                                  1,601
     Advertising and supplies                           199
     Miscellaneous                                      455
                                                     ------
                                                     $7,579
                                                     ======

     With the exception of certain severance costs which will be paid out over a
     period  of time consistent with the respective severance agreements, all of
     the  above  liabilities  are  expected  to  be  paid  during  2002.

     During  2000,  the  following  merger, acquisition and reorganization costs
     were  recognized:


     Professional fees                               $ 8,525
     Data processing                                   2,378
     Severance                                         7,278
     Branch closings                                   1,736
     Advertising and supplies                          1,337
     Hardware and software write-off                   1,428
     Miscellaneous                                       943
                                                     -------
       Total                                         $23,625
                                                     =======


(3)  EARNINGS PER SHARE

     The  following  is a reconciliation of basic and diluted earnings per share
     for  the  years  presented  in  the  consolidated  statements  of  income:

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED DECEMBER 31,
                                       -------------------------------------------------------------------------------------
                                                   2001                        2000                        1999
                                       ---------------------------  ---------------------------  ---------------------------
                                                 WEIGHTED   PER              WEIGHTED    PER               WEIGHTED   PER
                                         NET     AVERAGE   SHARE     NET     AVERAGE    SHARE     NET      AVERAGE   SHARE
                                       INCOME    SHARES    AMOUNT   INCOME   SHARES     AMOUNT   INCOME    SHARES    AMOUNT
                                       -------  ---------  -------  -------  ---------  -------  -------  ---------  -------
<S>                                    <C>      <C>        <C>      <C>      <C>        <C>      <C>      <C>        <C>
                                                                 (In thousands, except per share data)
  Basic Earnings per Share             $ 3,737     32,897  $  0.11  $14,154     32,291  $  0.44  $32,592     32,181  $  1.01

  Effect of dilutive securities:
    Stock based compensation                          123                           45                          360
    Contingent shares                                  65                           69                            -
                                                ---------                    ---------                    ---------

  Diluted earnings per share           $ 3,737     33,085  $  0.11  $14,154     32,405  $  0.44  $32,592     32,541  $  1.00
                                                =========                    =========                    =========
</TABLE>


                                       65
<PAGE>
     There were approximately 936,000, 923,000 and 289,000 stock options for the
     years  ended  December 31, 2001, 2000 and 1999, respectively, that were not
     considered in the calculation of diluted earnings per share since the stock
     options'  exercise prices were greater than the average market price during
     these  periods.

(4)  FEDERAL RESERVE BANK REQUIREMENT

     The  Company  is  required  to  maintain  reserve balances with the Federal
     Reserve  Bank.  The  required average total reserve for NBT Bank for the 14
     day  maintenance  period  ending  December  26,  2001  was  $38.0  million.

(5)  SECURITIES

     The amortized cost, estimated fair value and unrealized gains and losses of
     securities  available  for  sale  are  as  follows:

<TABLE>
<CAPTION>
                            AMORTIZED   UNREALIZED  UNREALIZED  ESTIMATED
                               COST       GAINS       LOSSES    FAIRVALUE
                            ----------  ----------  ----------  ---------
<S>                         <C>         <C>         <C>         <C>
                                           (IN THOUSANDS)
December 31, 2001:
  U.S. Treasury             $   12,392          64         699     11,757
  Federal Agency               111,020       1,810         254    112,576
  State & municipal             92,982         576       1,573     91,985
  Mortgage-backed              413,081       5,639         683    418,037
  Collateralized mortgage
    obligations                184,777       2,335         826    186,286
  Asset-backed securities       32,391         642         838     32,195
  Corporate                     42,468         836       1,126     42,178
  Other securities              13,707         687          67     14,327
                            ----------  ----------  ----------  ---------
    Total securities
      available for sale    $  902,818      12,589       6,066    909,341
                            ==========  ==========  ==========  =========
</TABLE>

<TABLE>
<CAPTION>
                            AMORTIZED   UNREALIZED  UNREALIZED  ESTIMATED
                               COST       GAINS       LOSSES    FAIRVALUE
                            ----------  ----------  ----------  ---------
                                           (IN THOUSANDS)
<S>                         <C>         <C>         <C>         <C>
December 31, 2000:
  U.S. Treasury             $   16,392           5         473     15,924
  Federal Agency               193,533       2,430       3,434    192,529
  State & municipal             60,375         531         605     60,301
  Mortgage-backed              387,401       1,770       3,075    386,096
  Collateralized mortgage
    obligations                169,765       3,187       2,553    170,399
  Asset-backed securities       18,841         376         268     18,949
  Corporate                     75,408       1,450       2,918     73,940
  Other securities              18,422         477         300     18,619
                            ----------  ----------  ----------  ---------
    Total securities
      available for sale    $  940,137      10,226      13,626    936,757
                            ==========  ==========  ==========  =========
</TABLE>

     Other  securities  include  non-marketable  equity  securities,  including
     certain  securities  acquired  by  the  Company's small business investment
     company  (SBIC)  subsidiary, and trust preferred securities. Collateralized
     mortgage  obligations  at  December  31,  2001  include  securities with an
     amortized  cost  of  $9.2  million and estimated fair value of $9.1 million
     that  are  privately  issued  and  are  not backed by Federal agencies. The
     remaining  collateralized  mortgage  obligations  were  issued or backed by
     Federal  agencies.


                                       66
<PAGE>
     The  following  table  sets  forth  information  with  regard  to  sales
     transactions  of  securities  available  for  sale:

<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                        2001      2000      1999
                                                      --------  --------  --------
                                                            (in thousands)
<S>                                                   <C>       <C>       <C>

  Proceeds from sales                                 $43,318   128,889   189,202
                                                      ========  ========  ========

  Gross realized gains                                $ 2,213     1,751     2,431
  Gross realized losses                                (1,046)     (604)      (39)
  Other-than-temporary impairment writedowns           (8,291)   (3,467)   (1,392)
                                                      --------  --------  --------
  Net security (losses) gains and writedowns on
    securities available for sale                      (7,124)   (2,320)    1,000
  Net realized (losses) gains on trading securities
    and embedded derivatives                             (568)       47         -
                                                      --------  --------  --------
      Net securities (losses) gains                   $(7,692)   (2,273)    1,000
                                                      ========  ========  ========
</TABLE>

     The  Company recorded a $8.3 million, $3.5 million and $1.4 million pre-tax
     charge  during  2001,  2000  and  1999,  respectively, related to estimated
     other-than-temporary  impairment  of  certain  securities  classified  as
     available  for  sale.  The  charges  were recorded in net security (losses)
     gains  on  the  consolidated  statements  of  income.  The  securities with
     other-than-temporary  impairment charges at December 31, 2001 had remaining
     carrying  values  totaling  $4.5  million,  are  classified  as  securities
     available  for  sale  and  are  on  the  non-accrual  status.

     Approximately,  $1.4  million of the other-than-temporary impairment charge
     in 2000 related to the Company's decision in late 2000 to sell certain debt
     securities available for sale with an amortized cost of $21.7 million. As a
     result  of  the  decision  to  immediately sell these securities, they were
     considered  to  be  other-than-temporarily  impaired. These securities were
     sold  in early January 2001 at amounts approximating their carrying values.
     These  securities  were  presented  on  the  Company's  December  31,  2000
     consolidated  balance sheet as trading securities. The remaining securities
     with  other-than-temporary  impairment  charges  at  December  31, 2000 had
     carrying values totaling $1.4 million, at December 31, 2000, are classified
     as  securities  available  for  sale  and  are  on  the non-accrual status.

     During  1999,  Lake  Ariel adopted SFAS No. 133, "Accounting for Derivative
     Instruments  and  Hedging  Activities."  In connection with its adoption of
     SFAS  No.  133,  Lake  Ariel  transferred  approximately  $71.1  million of
     securities  from  its  held to maturity portfolio to its available for sale
     portfolio.  These  securities  were  subsequently sold during 1999 at a net
     realized  gain  of  $0.18  million.

     During  1999,  CNB  transferred  all  of  its investment securities held to
     maturity  to  securities  available  for sale. At the date of transfer, the
     amortized  cost of investment securities held to maturity was approximately
     $112.9  million  and  the  estimated  fair  value  was approximately $117.7
     million.  The transfer was made for asset/liability management purposes and
     to  allow  CNB flexibility with respect to certain tax planning strategies.
     Subsequent  to  this  transfer, CNB no longer maintained a held to maturity
     portfolio.


                                       67
<PAGE>
     At December 31, 2001 and 2000, securities available for sale with amortized
     costs  totaling  $628.8  million  and  $695.3  million,  respectively, were
     pledged  to  secure  public  deposits  and  for  other purposes required or
     permitted  by law. Additionally, at December 31, 2001, securities available
     for  sale  with  an  amortized cost of $74.4 were pledged as collateral for
     securities  sold  under  repurchase  agreements.

     The  amortized  cost, estimated fair value, and unrealized gains and losses
     of  securities  held  to  maturity  are  as  follows:

<TABLE>
<CAPTION>
                                                               ESTIMATED
                            AMORTIZED   UNREALIZED  UNREALIZED   FAIR
                               COST       GAINS       LOSSES     VALUE
                            ----------  ----------  ----------  -------
                                            (IN THOUSANDS)
<S>                         <C>         <C>         <C>         <C>
December 31, 2001:
  Mortgage-backed           $   36,733         295         405   36,623
  State & municipal             64,715           -           -   64,715
  Other securities                 156           1           -      157
                            ----------  ----------  ----------  -------
    Total securities held
      to maturity           $  101,604         296         405  101,495
                            ==========  ==========  ==========  =======
</TABLE>

<TABLE>
<CAPTION>
                                                               ESTIMATED
                            AMORTIZED   UNREALIZED  UNREALIZED   FAIR
                               COST       GAINS       LOSSES     VALUE
                            ----------  ----------  ----------  -------
                                            (IN THOUSANDS)
<S>                         <C>         <C>         <C>         <C>

December 31, 2000:
  Mortgage-backed           $   46,376          70         918   45,528
  State & municipal             63,992         460         192   64,260
  Other securities                  47           -           -       47
                            ----------  ----------  ----------  -------
    Total securities held
      to maturity           $  110,415         530       1,110  109,835
                            ==========  ==========  ==========  =======
</TABLE>

     At  December  31,  2001  and 2000, substantially all of the mortgage-backed
     securities available for sale and held to maturity held by the Company were
     issued  or  backed  by  Federal  agencies.

     The  following  tables  set  forth  information  with regard to contractual
     maturities  of  debt  securities  at  December  31,  2001:

<TABLE>
<CAPTION>
Debt Securities Classified   AMORTIZED   ESTIMATED
  as Available for Sale        COST      FAIR VALUE
---------------------------  ----------  ----------
<S>                          <C>         <C>
                                 (in thousands)

    Within one year          $  133,741     134,721
    From one to five years      264,734     266,525
    From five to ten years      239,872     243,122
    After ten years             250,764     250,646
                             ----------  ----------
                             $  889,111     895,014
                             ==========  ==========


                                       68
<PAGE>
Debt Securities Classified   AMORTIZED   ESTIMATED
as Held to Maturity             COST     FAIR VALUE
---------------------------  ----------  ----------
                                (in thousands)

    Within one year          $   34,016      33,903
    From one to five years       29,552      29,352
    From five to ten years        6,737       6,691
    After ten years              31,299      31,549
                             ----------  ----------
                             $  101,604     101,495
                             ==========  ==========
</TABLE>

     Maturities  of  mortgage-backed,  collateralized  mortgage  obligations and
     asset-backed  securities are stated based on their estimated average lives.
     Actual  maturities  may  differ from estimated average lives or contractual
     maturities  because,  in certain cases, borrowers have the right to call or
     prepay  obligations  with  or  without  call  or  prepayment  penalties.

     Except  for  U.S. Government securities, there were no holdings, when taken
     in  the  aggregate,  of any single issues that exceeded 10% of consolidated
     stockholders'  equity  at  December  31,  2001  and  2000.


(6)  LOANS  ON  LEASES  AND  ALLOWANCE  FOR  LOAN  AND  LEASE  LOSSES

     A  summary of loans and leases, net of deferred fees and origination costs,
     by  category  is  as  follows:

<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                              2001       2000
                                           ----------  ---------
<S>                                        <C>         <C>
                                               (IN THOUSANDS)

Residential real estate mortgages          $  525,411    504,590
Commercial real estate mortgages              477,102    498,040
Real estate construction and development       60,513     44,829
Commercial and agricultural                   584,857    543,145
Consumer                                      387,081    357,822
Home equity                                   232,624    219,355
Lease financing                                72,048     79,874
                                           ----------  ---------
    Total loans                            $2,339,636  2,247,655
                                           ==========  =========
</TABLE>


     FHLB  advances  are  collateralized  by  a  blanket  lien  on the Company's
     residential  real  estate  mortgages.


                                       69
<PAGE>
<TABLE>
<CAPTION>
     Changes  in  the  allowance  for  loan and lease losses for the three years
     ended  December  31,  2001,  are  summarized  as  follows:

                            2001      2000     1999
                          ---------  -------  -------
<S>                       <C>        <C>      <C>
                                 (IN THOUSANDS)

Balance at January 1,     $ 32,494   28,240   26,615
Allowance related to
  purchase acquisitions        505      525        -
Provision                   31,929   10,143    6,896
Recoveries                   2,189    1,383    1,439
Charge-offs                (22,371)  (7,797)  (6,710)
                          ---------  -------  -------

Balance at December 31,   $ 44,746   32,494   28,240
                          =========  =======  =======
</TABLE>

The  following table sets forth information with regard to non-performing loans:

<TABLE>
<CAPTION>
                                  AT  DECEMBER  31,
                               -----------------------
                                2001     2000    1999
                               -------  ------  ------
<S>                            <C>      <C>     <C>
                                    (IN THOUSANDS)

Loans in non-accrual status    $40,210  17,103  12,808
Loans contractually past due
  90 days or more and still
  accruing interest              2,975   8,430   2,748
Restructured loans                 603     656   1,014
                               -------  ------  ------
  Total non-performing
  loans                        $43,788  26,189  16,570
                               =======  ======  ======
</TABLE>

     There  were  no  material commitments to extend further credit to borrowers
     with  non-performing  loans.

     Accumulated  interest  on  the  above  non-accrual  loans  of approximately
     $3,241,000,  $1,043,000,  and $966,000 would have been recognized as income
     in  2001,  2000,  and  1999,  respectively, had these loans been in accrual
     status.  Approximately  $591,000, $534,000, and $493,000 of interest on the
     above  non-accrual  loans  was  collected  in  2001,  2000,  and  1999,
     respectively.

     At  December  31,  2001 and 2000, the recorded investment in loans that are
     considered  to  be  impaired  totaled  $32.0  million  and  $14.7  million,
     respectively,  for  which  the  related  allowance  for loan losses is $1.4
     million  and  $1.5 million, respectively. As of December 31, 2001 and 2000,
     there were $23.7 million and $10.8 million, respectively, of impaired loans
     which  did  not  have  an  allowance for loan losses due to the adequacy of
     their collateral. Included in total impaired loans at December 31, 2001 and
     2000  were  $603,000  and  $656,000,  respectively,  of restructured loans.


                                       70
<PAGE>
     The  following  provides  additional  information on impaired loans for the
     periods  presented:

<TABLE>
<CAPTION>
                               FOR THE YEARS ENDED DECEMBER 31,
                              -----------------------------------
                                 2001         2000        1999
                              -----------  ----------  ----------
                                         (IN THOUSANDS)
<S>                           <C>          <C>         <C>
Average recorded investment
  on impaired loans           $    21,618      12,191       8,900
Interest income recognized
  on impaired loans                   591         308         200
Cash basis interest income
  recognized on impaired
  loans                               591         308         200
</TABLE>

     RELATED  PARTY  TRANSACTIONS

     In  the  ordinary  course  of  business,  the  Company  has  made  loans at
     prevailing  rates  and  terms  to  directors,  officers,  and other related
     parties.  Such loans, in management's opinion, do not present more than the
     normal  risk  of  collectibility or incorporate other unfavorable features.
     The aggregate amount of loans outstanding to qualifying related parties and
     changes  during  the  years  are  summarized  as  follows:

<TABLE>
<CAPTION>
                            2001     2000
                          --------  -------
                            (IN THOUSANDS)
<S>                       <C>       <C>
Balance at January 1,     $ 6,847    6,790
New loans                   3,114    3,007
Repayments                 (3,676)  (2,950)
                          --------  -------
Balance at December 31,   $ 6,285    6,847
                          ========  =======
</TABLE>


(7)  PREMISES AND EQUIPMENT, NET

     A summary of premises and equipment follows:

<TABLE>
<CAPTION>
                                        DECEMBER 31,
                                       2001     2000
                                     --------  -------
                                       (IN THOUSANDS)
<S>                                  <C>       <C>
Land, buildings and improvements     $ 65,350   60,559
Equipment                              50,752   40,775
Construction in progress                  443      350
                                     --------  -------
                                      116,545  101,684
Accumulated depreciation               53,860   45,568
                                     --------  -------
      Total premises and equipment   $ 62,685   56,116
                                     ========  =======
</TABLE>


                                       71
<PAGE>
     Land,  buildings  and  improvements  with a carrying value of approximately
     $4.1  million and $4.2 million at December 31, 2001 and 2000, respectively,
     are  pledged  to  secure  long-term  borrowings.

     Rental  expense  included  in occupancy expense amounted to $2.1 million in
     2001,  $1.9  million  in 2000, and $1.7 million in 1999. The future minimum
     rental  payments  related  to noncancellable operating leases with original
     terms  of  one  year  or  more  are  as  follows  at  December  31,  2001:

<TABLE>
<CAPTION>
                                   (IN THOUSANDS)
<S>                               <C>
     2002                         $         1,583
     2003                                   1,053
     2004                                     846
     2005                                     645
     2006                                     504
     Thereafter                             4,333
                                  ---------------
       Total                      $         8,964
                                  ===============
</TABLE>


(8)  DEPOSITS

     The  following  table sets forth the maturity distribution of time deposits
     at  December  31,  2001:

<TABLE>
<CAPTION>
                                   (IN THOUSANDS)
<S>                                <C>
Within one year                    $     1,081,821
After one but within two years             155,001
After two but within three years            85,955
After three but within four years           43,149
After four but within five years            10,385
After five years                            10,738
                                   ---------------

    Total                          $     1,387,049
                                   ===============
</TABLE>

     Time  deposits  of  $100,000  or  more aggregated $558.6 million and $646.0
     million  at  year  end  2001  and  2000,  respectively.


(9)  SHORT-TERM  BORROWINGS

     Short-term  borrowings  total $122.0 million and $184.7 million at December
     31, 2001 and 2000, respectively, and consist of Federal funds purchased and
     securities  sold  under  repurchase  agreements,  which generally represent
     overnight  borrowing  transactions,  and  other  short-term  borrowings,
     primarily  Federal Home Loan Bank (FHLB) advances, with original maturities
     of  one  year or less. The Company has unused lines of credit with the FHLB
     available  for  short-term  financing  and  access  to brokered deposits of
     approximately  $767 million and $555 million at December 31, 2001 and 2000,
     respectively.


                                       72
<PAGE>
     In  addition,  the  Company  has  two  other  lines  of credit, expiring on
     November  6,  2002,  which  are  available  with  the FHLB. The first is an
     overnight  line  of  credit  for  approximately $50.0 million with interest
     based  on  existing  market conditions. The second is a one-month overnight
     repricing  line  of  credit  for  approximately $50.0 million with interest
     based  on  existing  market  conditions. As of December 31, 2001, there was
     $31.0  million  (included  in  federal  funds  purchased)  and $7.7 million
     (included  in  other  short-term  borrowings), respectively, outstanding on
     these  overnight  lines of credit. Borrowings on these lines are secured by
     FHLB  stock,  certain securities and one-to-four family first lien mortgage
     loans.

     Securities collateralizing repurchase agreements are held in safekeeping by
     non-affiliated  financial institutions and are under the Company's control.

     Information  related  to  short-term  borrowings  is summarized as follows:

<TABLE>
<CAPTION>
                                    2001      2000      1999
                                  --------  --------  --------
<S>                               <C>       <C>       <C>
                                     (DOLLARS IN THOUSANDS)

FEDERAL FUNDS PURCHASED:
    Balance at year-end           $31,000    50,000    58,130
    Average during the year        30,752    52,218    45,628
    Maximum month end balance      47,200    70,695    88,140
    Weighted average rate
      during the year                4.79%     5.95%     5.23%
    Weighted average rate at
      December 31                    1.35%     6.66%     5.46%

SECURITIES SOLD UNDER
    REPURCHASE AGREEMENTS:
      Balance at year-end         $64,973    46,050    68,241
      Average during the year      56,408    57,679    51,719
      Maximum month end balance    64,973   130,262    81,790
      Weighted average rate
        during the year              3.38%     5.02%     4.49%
      Weighted average rate
        at December 31               1.62%     4.76%     4.52%

OTHER SHORT-TERM
    BORROWINGS:
      Balance at year-end         $26,040    88,654    45,480
      Average during the year      36,002    84,991    48,017
      Maximum month end balance    71,654   131,077   108,161
      Weighted average rate
        during the year              5.35%     6.42%     5.23%
      Weighted average rate
        at December 31               5.11%     6.65%     5.45%
</TABLE>


                                       73
<PAGE>
     The Company has entered into repurchase agreements with entities which have
     certain  executive  officers who are directors and significant stockholders
     of  the  Company.  These  repurchase  agreements  are  entered  into in the
     ordinary  course  of  business at market terms. These repurchase agreements
     resulted  in  approximately  $25.4  million and $18.1 million being owed to
     these  entities  at  December  31,  2001  and  2000,  respectively.


(10) LONG-TERM  DEBT

     Long-term  debt  consists  of  obligations  having  an original maturity at
     issuance  of  more  than  one year. A summary as of December 31, 2001 is as
     follows:

<TABLE>
<CAPTION>
                        MATURITY DATE   INTEREST RATE      AMOUNT
                        --------------  --------------  -----------
<S>                     <C>             <C>             <C>
                                     (DOLLARS IN THOUSANDS)

FHLB advance                      2002      1.98-6.45%  $    36,276
FHLB advance                      2003      4.50-6.27%       90,757
FHLB advance                      2005      4.40-6.41%       30,000
FHLB advance                      2008      5.06-7.20%       35,599
FHLB advance                      2009      4.97-5.50%       75,000
Note payable                      2010           6.50%          275
IDA bonds                         2025           4.44%        4,424
                                                        -----------
    Total                                               $   272,331
                                                        ===========
</TABLE>

     FHLB  advances  are  collateralized by the FHLB stock owned by the Company,
     certain  of  its  mortgage-backed  securities  and  a  blanket  lien on its
     residential  real  estate  mortgage  loans.

(11) GUARANTEED  PREFERRED BENEFICIAL INTERESTS IN COMPANY'S JUNIOR SUBORDINATED
     DEBENTURES

     On  June  14, 1999, CNB established CNBF Capital Trust I (the Trust), which
     is  a  statutory business trust. The Trust exists for the exclusive purpose
     of issuing and selling 30 year guaranteed preferred beneficial interests in
     the  Company's  junior  subordinated  debentures  (capital  securities). On
     August  4,  1999,  the  Trust issued $18.0 million in capital securities at
     3-month  LIBOR  plus 275 basis points, which equaled 8.12% at issuance. The
     rate on the capital securities resets quarterly, equal to the 3-month LIBOR
     plus  275  basis points (5.35% and 9.57% for the December 31, 2001 and 2000
     quarterly  payments,  respectively).  The  capital  securities are the sole
     asset of the Trust. The obligations of the Trust are guaranteed by Bancorp.
     Capital  securities totaling $1.0 million were issued to NBT. These capital
     securities  were  retired  upon the merger of NBT and CNB (see note 2). The
     net  proceeds from the sale of the capital securities were used for general
     corporate  purposes  and to provide a capital contribution of $15.0 million
     to  CNB  Bank, which was merged into NBT Bank. The capital securities, with
     associated  expense that is tax deductible, qualify as Tier I capital under
     regulatory  definitions,  subject  to  certain  restrictions. The Bancorp's
     primary source of funds to pay interest on the debentures owed to the Trust
     are current dividends from the NBT Bank. Accordingly, the Bancorp's ability
     to  service  the  debentures is dependent upon the continued ability of NBT
     Bank  to  pay  dividends (see also note 13). The capital securities are not
     classified  as  debt  for  financial  statement  purposes and therefore the
     expense  associated with the capital securities is recorded as non-interest
     expense  in  the  consolidated  statements  of  income.


                                       74
<PAGE>
(12) INCOME  TAXES

     The significant components of income tax expense attributable to operations
     are:

<TABLE>
<CAPTION>
                       YEARS ENDED DECEMBER 31,
                       -------------------------
                         2001     2000     1999
                       --------  -------  ------
<S>                    <C>       <C>      <C>
                             (IN THOUSANDS)
Current:
  Federal              $ 5,404    7,887   11,383
  State                  1,471      835    2,583
                       --------  -------  ------
                         6,875    8,722   13,966
Deferred:
  Federal               (4,963)  (1,766)   1,412
  State                 (1,370)    (428)     655
                       --------  -------  ------
                        (6,333)  (2,194)   2,067
                       --------  -------  ------
    Total income tax
      expense          $   542    6,528   16,033
                       ========  =======  ======
</TABLE>

     Not  included  in  the  above  table  is  income  tax  expense (benefit) of
     approximately  $3.7  million,  $13.2  million and ($17.5 million) for 2001,
     2000  and  1999,  respectively,  relating  to  unrealized  gain  (loss)  on
     available  for  sale securities and tax benefits recognized with respect to
     stock  options  exercised,  which  were  recorded directly in stockholders'
     equity.


                                       75
<PAGE>
<TABLE>
<CAPTION>
     The  tax  effects  of  temporary  differences that give rise to significant
     portions  of  the  deferred  tax assets and deferred tax liabilities are as
     follows:

                                                      DECEMBER  31,
                                                     ---------------
                                                      2001     2000
                                                     -------  ------
<S>                                                  <C>      <C>
                                                      (IN THOUSANDS)
Deferred tax assets:
  Allowance for loan and lease losses                $17,140  12,508
  Deferred compensation                                2,873   3,198
  Postretirement benefit obligation                    1,437   1,594
  Loss on trading securities                               -     504
  Writedowns on corporate debt securities              2,868   1,328
  Accrued severance and contract termination costs     1,097     678
  Pension and executive retirement                       311       -
  Other real estate owned                                193      73
  Purchase accounting adjustments, net                   223       -
  Accrued liabilities                                  1,905     199
  Alternate minimum tax credit carry forward             521   2,202
  New York State tax credit carryforward                 207     214
  Intangible amortization                                663     493
  Other                                                  346     610
                                                     -------  ------
      Total deferred tax assets                       29,784  23,601
                                                     -------  ------

Deferred tax liabilities:
  Pension and executive retirement                         -     823
  Premises and equipment, primarily due
    to accelerated depreciation                        1,491   1,739
  Equipment leasing                                   10,335  11,771
  Securities discount accretion                          600     588
  Deferred loan costs                                    547     165
  Tax bad debt reserve                                   302     437
  Other                                                  277     174
                                                     -------  ------
      Total deferred tax liabilities                  13,552  15,697
                                                     -------  ------
      Net deferred tax asset at year-end              16,232   7,904
                                                     -------  ------

Net deferred tax asset at beginning of year            7,904   5,710
                                                     -------  ------
Increase in net deferred tax asset                     8,328   2,194
Net deferred tax assets acquired                       1,995       -
                                                     -------  ------
Deferred tax benefit                                 $ 6,333   2,194
                                                     =======  ======
</TABLE>

     The  above  table  does  not include the recorded deferred tax liability of
     $2.6 million as of December 31, 2001 and deferred tax asset of $1.5 million
     as  of December 31, 2000 related to the net unrealized holding gain/loss in
     the  available-for-sale  securities  portfolio.


                                       76
<PAGE>
     Realization  of  deferred  tax  assets  is dependent upon the generation of
     future  taxable income or the existence of sufficient taxable income within
     the  available  carryback period. A valuation allowance is provided when it
     is  more  likely  than not that some portion of the deferred tax asset will
     not  be  realized.  Based  on available evidence, gross deferred tax assets
     will  ultimately  be  realized  and  a  valuation  allowance was not deemed
     necessary  at  December  31,  2001  and  2000.

     As  of  December 31, 2001 and 2000, the Company had alternative minimum tax
     (AMT)  credit carryforwards of $521,000 and $2.2 million, respectively. AMT
     credits  may be used indefinitely to reduce regular Federal income taxes to
     the  extent  regular  Federal  income  taxes exceed the related alternative
     minimum  tax  otherwise  due. As of December 31, 2001 and 2000, the Company
     had  New  York  State  tax  credit  carryforwards of $207,000 and $214,000,
     respectively.  These  credits  may  be used indefinitely to reduce New York
     State  taxes  due.

     The  following is a reconciliation of the provision for income taxes to the
     amount computed by applying the applicable Federal statutory rate of 35% to
     income  before  taxes:

<TABLE>
<CAPTION>
                                           YEARS ENDED DECEMBER 31,
                                          --------------------------
                                            2001     2000     1999
                                          --------  -------  -------
<S>                                       <C>       <C>      <C>
                                                 (IN THOUSANDS)
Federal income tax at statutory rate      $ 1,498    7,144   16,934
Tax exempt income                          (2,475)  (2,677)  (2,880)
Non-deductible expenses                       400      274      443
Non-deductible merger expenses              1,419    2,122        -
Net increase in CSV of life insurance        (121)    (230)     (95)
Dividend received deduction                  (142)    (139)     (77)
State taxes, net of federal tax benefit        66      264    2,105
Other, net                                   (103)    (230)    (397)
                                          --------  -------  -------
Income tax expense                        $   542    6,528   16,033
                                          ========  =======  =======
</TABLE>

(13) STOCKHOLDERS'  EQUITY

     Certain  restrictions exist regarding the ability of the subsidiary bank to
     transfer  funds  to the Company in the form of cash dividends. The approval
     of  the  Office  of  Comptroller  of  the Currency (OCC) is required to pay
     dividends  when  a  bank  fails  to meet certain minimum regulatory capital
     standards  or  when  such  dividends  are  in excess of a subsidiary bank's
     earnings  retained  in  the  current year plus retained net profits for the
     preceding  two  years (as defined in the regulations). The Bank's dividends
     to  the  Company  over years 2000 and 2001 exceeded net income during those
     years.  Therefore, the Bank's first quarter 2002 dividends exceeded the OCC
     dividend  limitations,  and the Bank requested and received OCC approval to
     pay this dividend to the Company. The Bank anticipates that it will require
     approval  for  its second quarter 2002 dividend as well. The Bank's ability
     to  pay  dividends  also  is  subject  to the Bank being in compliance with
     regulatory  capital  requirements. The Bank is currently in compliance with
     these  requirements.  Under the State of Delaware Business Corporation Law,
     the  Company  may  declare  and pay dividends either out of accumulated net
     retained  earnings  or  capital  surplus.


                                       77
<PAGE>
     In  November  1994,  the  Company  adopted a Stockholder Rights Plan (Plan)
     designed  to  ensure  that  any potential acquiror of the Company negotiate
     with  the  Board of Directors and that all Company stockholders are treated
     equitably  in  the  event  of a takeover attempt. At that time, the Company
     paid  a  dividend  of  one  Preferred Share Purchase Right (Right) for each
     outstanding  share  of  common  stock  of  the  Company. Similar rights are
     attached  to each share of the Company's common stock issued after November
     15, 1994. Under the Plan, the Rights will not be exercisable until a person
     or  group  acquires  beneficial  ownership  of  20  percent  or more of the
     Company's  outstanding  common stock, begins a tender or exchange offer for
     25 percent or more of the Company's outstanding common stock, or an adverse
     person,  as declared by the Board of Directors, acquires 10 percent or more
     of  the  Company's  outstanding  common  stock.  Additionally,  until  the
     occurrence  of  such  an  event,  the  Rights  are  not  severable from the
     Company's  common stock and, therefore, the Rights will be transferred upon
     the  transfer  of shares of the Company's common stock. Upon the occurrence
     of  such  events,  each  Right  entitles  the  holder  to  purchase  one
     one-hundredth  of  a  share  of Series R Preferred Stock, no par value, and
     $0.01  stated  value  per  share  of  the  Company  at  a  price  of  $100.

     The  Plan  also  provides  that  upon  the  occurrence of certain specified
     events, the holders of Rights will be entitled to acquire additional equity
     interests, in the Company or in the acquiring entity, such interests having
     a market value of two times the Right's exercise price of $100. The Rights,
     which  expire  November 14, 2004, are redeemable in whole, but not in part,
     at the Company's option prior to the time they are exercisable, for a price
     of  $0.01  per  Right.

(14) REGULATORY  CAPITAL  REQUIREMENTS

     Bancorp  and the subsidiary banks are subject to various regulatory capital
     requirements  administered by the federal banking agencies. Failure to meet
     minimum  capital  requirements  can initiate certain mandatory and possibly
     additional  discretionary  actions by regulators that, if undertaken, could
     have  a  direct  material  effect on the consolidated financial statements.
     Under  capital  adequacy guidelines and the regulatory framework for prompt
     corrective  action,  the  subsidiary  banks  must  meet  specific  capital
     guidelines  that  involve  quantitative  measures  of  the  banks'  assets,
     liabilities,  and  certain  off-balance  sheet  items  as  calculated under
     regulatory  accounting  practices.  The capital amounts and classifications
     are  also  subject  to  qualitative  judgements  by  the  regulators  about
     components,  risk  weightings,  and  other  factors.

     Quantitative  measures established by regulation to ensure capital adequacy
     require  the  Company  and the subsidiary banks to maintain minimum amounts
     and  ratios  (set  forth in the table below) of total and Tier 1 Capital to
     risk-weighted  assets,  and  of  Tier  1  capital  to average assets. As of
     December  31,  2001 and 2000, the Company and the subsidiary banks meet all
     capital  adequacy  requirements  to  which  they  were  subject.

     Under  their  prompt  corrective action regulations, regulatory authorities
     are  required  to take certain supervisory actions (and may take additional
     discretionary  actions)  with  respect  to an undercapitalized institution.
     Such  actions  could  have  a  direct  material  effect on an institution's
     financial  statements.  The  regulations  establish  a  framework  for  the
     classification  of banks into five categories: well capitalized, adequately
     capitalized,  under  capitalized,  significantly  under  capitalized,  and
     critically  under  capitalized.  As  of  December 31, 2001, the most recent
     notification  from  NBT  Bank's  regulators  categorized  NBT  Bank as well
     capitalized under the regulatory framework for prompt corrective action. To
     be  categorized  as  well  capitalized NBT Bank must maintain minimum total
     risk-based,  Tier  1  risk-based, Tier 1 capital to average asset ratios as
     set  forth  in  the  table.  There  are  no conditions or events since that
     notification that management believes have changed the NBT Bank's category.


                                       78
<PAGE>
<TABLE>
<CAPTION>
     The Company and the subsidiary banks' actual capital amounts and ratios are
     presented  as  follows:

                                                                       REGULATORY
                                                                    RATIO REQUIREMENTS
                                                                  -----------------------
                                                                                 FOR
                                                    ACTUAL        MINIMUM   CLASSIFICATION
                                              ------------------  CAPITAL      AS WELL
(DOLLARS IN THOUSANDS)                         AMOUNT    RATIO    ADEQUACY   CAPITALIZED
                                              --------  --------  ---------  ------------
<S>                                           <C>       <C>       <C>        <C>
As of December 31, 2001:
  Total capital (to risk weighted assets):
    Company combined                          $259,316    10.69%      8.00%        10.00%
    NBT Bank                                   253,401    10.54%      8.00%        10.00%

  Tier I Capital (to risk weighted assets):
    Company combined                           228,803     9.43%      4.00%         6.00%
    NBT Bank                                   223,170     9.28%      4.00%         6.00%

  Tier I Capital (to average assets):
    Company combined                           228,803     6.34%      4.00%         5.00%
    NBT Bank                                   223,170     6.24%      4.00%         5.00%


  As of December 31, 2000:
  Total capital (to risk weighted assets):
    Company combined                          $272,716    11.08%      8.00%        10.00%
    NBT Bank                                   123,419    11.73%      8.00%        10.00%
    Pennstar                                    63,263     8.97%      8.00%        10.00%
    CNB Bank                                    67,814    10.30%      8.00%        10.00%

  Tier I Capital (to risk weighted assets):
    Company combined                           242,576     9.85%      4.00%         6.00%
    NBT Bank                                   109,973    10.48%      4.00%         6.00%
    Pennstar                                    54,981     7.80%      4.00%         6.00%
    CNB Bank                                    59,669     9.10%      4.00%         6.00%

  Tier I Capital (to average assets):
    Company combined                           242,576     6.88%      4.00%         5.00%
    NBT Bank                                   109,973     7.40%      4.00%         5.00%
    Pennstar                                    54,981     5.12%      4.00%         5.00%
    CNB Bank                                    59,669     6.40%      4.00%         5.00%
</TABLE>



                                       79
<PAGE>
(14) EMPLOYEE  BENEFIT  PLANS

     PENSION  PLAN

     The  Company has a qualified, noncontributory, defined benefit pension plan
     covering  substantially  all  of  its  employees  at  December 31, 2001. M.
     Griffith, Inc. and the former Pennstar (and its predecessors Lake Ariel and
     Pioneer  Holding Company) did not provide for pension benefits to employees
     through  January 1, 2001. As such, M. Griffith, Inc. and Pennstar employees
     are  not  included in this plan at December 31, 2000. M. Griffith, Inc. and
     Pennstar employees began to participate and accrue benefits under this Plan
     as of January 1, 2001. No benefit credit was provided in the Company's plan
     for  service  with  M.  Griffith,  Inc.  and  the  former Pennstar (and its
     predecessors Lake Ariel or Pioneer Holding Company). Benefits paid from the
     plan  are  based  on  age,  years of service, compensation, social security
     benefits,  and  are  determined  in  accordance  with defined formulas. The
     Company's  policy  is  to  fund  the  pension plan in accordance with ERISA
     standards.  Assets  of  the plan are invested in publicly traded stocks and
     bonds.  Prior  to  January  1,  2000,  the Company's plan was a traditional
     defined  benefit  plan  based  on final average compensation. On January 1,
     2000,  the  plan  was  converted to a cash balance plan with grandfathering
     provisions  for  existing  participants.

     Prior  to  December  31,  2001,  the Company maintained two noncontributory
     defined  benefit  retirement  plans,  the  NBT Bancorp Inc. Defined Benefit
     Pension  Plan  and  the  Central  National  Bank, Canajoharie Pension Plan.
     Effective  December  31,  2001,  the  Company  merged  those  two  plans.


                                       80
<PAGE>
<TABLE>
<CAPTION>
     The  net  periodic pension expense and the funded status of the plan are as
     follows:

                                                           YEARS ENDED DECEMBER 31,
                                                         -----------------------------
                                                           2001       2000      1999
                                                         ---------  --------  --------
<S>                                                      <C>        <C>       <C>
                                                                  (IN THOUSANDS)
Components of net periodic benefit cost:
  Service cost                                           $  1,968     1,382     1,368
  Interest cost                                             2,038     2,041     1,989
  Expected return on plan assets                           (2,703)   (2,790)   (2,817)
  Amortization of initial unrecognized asset                 (196)     (196)     (196)
  Amortization of prior service cost                          234       233       268
  Amortization of unrecognized net gain                       (23)     (117)      (12)
                                                         ---------  --------  --------
      Net periodic pension cost                          $  1,318       553       600
                                                         =========  ========  ========

Change in projected benefit obligation:
  Benefit obligation at beginning of year                 (28,867)  (27,364)  (29,543)
  Service cost                                             (1,968)   (1,382)   (1,368)
  Interest cost                                            (2,038)   (2,041)   (1,989)
  Actuarial (loss) gain                                    (1,438)   (1,309)    3,415
  Benefits paid                                             2,465     2,933     2,121
  Prior service cost                                            -       296         -
                                                         ---------  --------  --------
      Projected benefit obligation
         at end of year                                  $(31,846)  (28,867)  (27,364)
                                                         =========  ========  ========

Change in plan assets:
  Fair value of plan assets at beginning of year           28,666    31,091    30,757
  Actual return on plan assets                               (814)      302     1,272
  Employer contributions                                    3,950         -       550
  Benefits paid                                            (2,465)   (2,933)   (2,121)
  Actuarial gain due to measurement date
    prior to December 31                                      211       206       633
                                                         ---------  --------  --------
      Fair value of plan assets at end of year           $ 29,548    28,666    31,091
                                                         =========  ========  ========

Plan assets (less than) in excess of projected benefit
  obligation                                             $ (2,298)     (201)    3,727
    Unrecognized portion of net asset at transition        (1,364)   (1,560)   (1,756)
    Unrecognized net actuarial loss (gain)                  2,913    (1,854)   (5,563)
    Unrecognized prior service cost                         3,006     3,240     3,770
                                                         ---------  --------  --------
      Prepaid (accrued) pension cost                     $  2,257      (375)      178
                                                         =========  ========  ========

Weighted average assumptions as of December 31,
  Discount rate                                              7.00%     7.25%     7.75%
  Expected long-term return on plan assets                   9.00%     9.00%     9.00%
  Rate of compensation increase                              4.00%     4.00%     4.00%
                                                         =========  ========  ========
</TABLE>


                                       81
<PAGE>
     In addition to the Company's noncontributory defined benefit retirement and
     pension plan, the Company provides a supplemental employee retirement plans
     to  certain  current  and  former executives. The amount of the liabilities
     recognized  in  the  Company's  consolidated balance sheets associated with
     these  plans  was  $7.1  million  and $4.8 million at December 31, 2001 and
     2000,  respectively.  The  charges  to  expense with respect to these plans
     amounted  to  $0.4  million,  $1.7  million, and $0.2 million for the years
     ended  December  31,  2001, 2000, and 1999, respectively. The discount rate
     used  in  determining the actuarial present values of the projected benefit
     obligations  was  7.00%,  7.25%  and 7.75%, at December 31, 2001, 2000, and
     1999,  respectively.

     POSTRETIREMENT  BENEFITS  OTHER  THAN  PENSIONS

     The  Company  provides  certain health care benefits for retired employees.
     Benefits  are  accrued  over the employees' active service period. Pennstar
     (and  its  predecessors  Lake  Ariel  and  Pioneer Holding Company) did not
     provide such benefits to retired employees. As such, Pennstar employees are
     not included in this plan as of December 31, 2000. Pennstar employees began
     to  participate  in  this plan and to accrue benefits under this plan as of
     January  1,  2001.  The  plan  is  contributory for participating retirees,
     requiring  participants  to  absorb  certain  deductibles  and  coinsurance
     amounts  with  contributions  adjusted  annually  to  reflect  cost sharing
     provisions and benefit limitations called for in the plan. Employees become
     eligible  for  these  benefits  if  they  reach normal retirement age while
     working  for  the  Company.  The  Company  funds the cost of postretirement
     health  care  as  benefits  are  paid. The Company elected to recognize the
     transition  obligation  on  a  delayed  basis  over  twenty  years.


                                       82
<PAGE>
<TABLE>
<CAPTION>
The net postretirement health  benefits  expense and obligations (the plan is
unfunded)  are  as  follows:

                                                     YEARS ENDED DECEMBER 31,
                                                    --------------------------
                                                      2001     2000     1999
                                                    --------  -------  -------
<S>                                                 <C>       <C>      <C>
(IN THOUSANDS)
Components of net periodic benefit cost:
  Service cost                                      $   175      199      235
  Interest cost                                         300      304      288
  Amortization of
    transition obligation                                39      124      124
  Amortization of (gains)
    and losses                                           31      (15)       9
  Amortization of unrecognized
    prior service cost                                  (14)       -        -
                                                    --------  -------  -------
      Net periodic postretirement
        benefit cost                                $   531      612      656
                                                    ========  =======  =======

Change in accumulated benefit
 obligation:
  Benefit obligation at beginning
    of the year                                       4,738    3,959    4,517
  Service cost                                          175      199      235
  Interest cost                                         300      304      288
  Plan participants' contributions                        -      129      106
  Actuarial loss (gain)                               1,640      439     (935)
  Amendments                                         (1,224)       -        -
  Benefits paid                                        (230)    (292)    (252)
                                                    --------  -------  -------
      Accumulated benefit
        obligation at end of year                   $ 5,399    4,738    3,959
                                                    ========  =======  =======

Components of accrued
  benefit cost:
    Accumulated benefit obligation
      at end of year                                $(5,399)  (4,738)  (3,959)
    Unrecognized
      transition obligation                             139    1,196    1,320
    Unrecognized prior service cost                    (192)       -        -
    Unrecognized actuarial
      net loss                                        2,077      468       14
                                                    --------  -------  -------

Accrued benefit cost                                $(3,375)  (3,074)  (2,625)
                                                    ========  =======  =======

Weighted average discount rate                         7.00%    7.25%    7.75%
                                                    ========  =======  =======
</TABLE>

The Company used a health care trend rate in calculating the postretirement cost
of  7.5%  during  December 31, 2001, grading down uniformly to 5.5% for 2005 and
thereafter.


                                       83
<PAGE>
Assumed  health  care  cost  trend  rates  have  a significant effect on amounts
reported  for  health  care  plans.  A one-percentage point change in the health
care  trend  rates would have the following effects as of and for the year ended
December  31,  2001:

<TABLE>
<CAPTION>
                                            1-PERCENTAGE    1-PERCENTAGE
                                                POINT          POINT
                                               INCREASE       DECREASE
                                            -------------  --------------
<S>                                         <C>            <C>

  (IN THOUSANDS)
Effect on total service and interest cost
  components                                $         111            (88)
                                            =============  ==============

Effect on postretirement accumulated
  benefit obligation                        $       1,026           (844)
                                            =============  ==============
</TABLE>

EMPLOYEE  401(K)  AND  EMPLOYEE  STOCK  OWNERSHIP  PLANS

At  December  31,  2001,  the  Company  maintains  a  401(k)  and employee stock
ownership  plan  (the  Plan).  The  Company  contributes  to  the  Plan based on
employees'  contributions  out of their annual salary.  In addition, the Company
may  also  make  discretionary contributions to the Plan based on profitability.
Participation  in  the  Plan  is  contingent  upon  certain  age  and  service
requirements.

Through  December  31,  2000,  Pennstar  maintained  a profit-sharing plan and a
401(k)  savings plan for employees of the former LA Bank, N.A. and maintained an
ESOP  and  a  savings  and  investment  plan for employees of the former Pioneer
American  Bank,  N.A.  On  January  1,  2001,  these  plans were merged into the
Company's  Plan. CNB maintained a 401(k) plan.  On January 1, 2002, the CNB plan
was  merged into the Company's Plan. The recorded expenses associated with these
plans  was  $794,000  in  2001,  $1.7  million in 2000 and $1.6 million in 1999.

STOCK  OPTION  PLANS

At December 31, 2001, the Company has two stock option plans (Plans).  Under the
terms  of  the  plans,  options  are  granted  to directors and key employees to
purchase  shares  of  the  Company's  common  stock at a price equal to the fair
market value of the common stock on the date of the grant.  Options granted have
a vesting period of four years and terminate eight or ten years from the date of
the  grant.

The  per share weighted-average fair value of stock options granted during 2001,
2000  and 1999 was $3.70, $3.35 and $5.47, respectively.  The fair value of each
award  is  estimated  on  the  grant date using the Black-Scholes option pricing
model  with  the  following  weighted-average assumptions used for grants in the
years  ended  December  31:

<TABLE>
<CAPTION>
                                2001          2000         1999
                            -------------  -----------  -----------
<S>                         <C>            <C>          <C>
  Dividend yield                    4.26%        5.34%        3.72%
  Expected volatility              30.19%       29.88%       29.05%
  Risk-free interest rates  4.63% - 5.04%  6.04%-6.62%  4.63%-6.16%
  Expected life                  7 years      7 years      7 years
</TABLE>


                                       84
<PAGE>
The  Company  applies  APB  Opinion  No.  25,  "Accounting  for  Stock Issued to
Employees,"  in  accounting for its Plans and, accordingly, no compensation cost
has  been  recognized  for  its  stock  options  in  the  consolidated financial
statements.  Had the Company determined compensation cost based on the estimated
fair  value  at  the  grant  date  for  its  stock  options  under SFAS No. 123,
"Accounting for Stock-Based Compensation", the Company's net income and earnings
per  share  would  have  been  reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                              2001    2000    1999
                             ------  ------  ------
<S>                          <C>     <C>     <C>

Net income:
  As reported                $3,737  14,154  32,592
  Pro forma                   2,450  13,261  31,824

Basic earnings per share:
  As reported                  0.11    0.44    1.01
  Pro forma                    0.07    0.41    0.99

Diluted earnings per share:
  As reported                  0.11    0.44    1.00
  Pro forma                    0.07    0.41    0.98
</TABLE>

Because  the Company's employee stock options have characteristics significantly
different  from  those  of  traded options for which the Black-Scholes model was
developed,  and  because  changes  in  the  subjective  input  assumptions  can
materially  affect the fair value estimate, the existing models, in management's
opinion,  do not necessarily provide a reliable single measure of the fair value
of  its  employee  stock  options.


                                       85
<PAGE>
The  following  is  a  summary  of  changes  in  options  outstanding:

<TABLE>
<CAPTION>
                                                   WEIGHTED
                                                  AVERAGE OF
                                                EXERCISE PRICE
                                 NUMBER OF        OF OPTIONS
                                  OPTIONS      UNDER THE PLANS
                              ---------------  ----------------
<S>                           <C>              <C>
Balance at December 31, 1998       1,248,782   $           8.85
                              ---------------  ----------------

Granted                              242,417              20.36
Exercised                           (177,812)              7.21
Lapsed                               (23,135)             15.83
                              ---------------  ----------------
Balance at December 31, 1999       1,290,252              13.73
                              ---------------  ----------------

Granted                              515,369              13.67
Exercised                           (277,880)              7.32
Lapsed                               (49,917)             14.14
                              ---------------  ----------------
Balance at December 31, 2000       1,477,824              13.59
                              ---------------  ----------------

Granted                              726,746              15.13
Exercised                           (219,659)              8.92
Lapsed                               (79,036)             15.83
                              ---------------  ----------------
Balance at December 31, 2001       1,905,875   $          14.61
                              ===============  ================
</TABLE>

The  following table summarizes information concerning stock options outstanding
at  December  31,  2001:

<TABLE>
<CAPTION>
                         OPTIONS OUTSTANDING                 OPTIONS  EXERCISABLE
               ------------------------------------------  -------------------------
                               WEIGHTED
                               AVERAGE
                               REMAINING      WEIGHTED                    WEIGHTED
   RANGE OF                   CONTRACTUAL      AVERAGE                     AVERAGE
   EXERCISE      NUMBER          LIFE         EXERCISE        NUMBER      EXERCISE
   PRICES      OUTSTANDING    (IN YEARS)        PRICE      EXERCISABLE     PRICE
-------------  -----------  --------------  -------------  -----------  ------------
<S>            <C>          <C>             <C>            <C>          <C>
$ 4.01-$ 8.50      87,690            3.06  $        6.52       87,690  $       6.52
$ 8.51-$13.00     492,781            6.23          10.56      463,980         10.59
$13.01-$17.50     949,911            8.26          15.54      187,151         14.58
$17.51-$22.00     375,493            6.65          19.41      258,877         19.29
-------------  -----------  --------------  -------------  -----------  ------------

$ 4.01-$22.00   1,905,875            7.18  $       14.61      997,698  $      13.24
=============  ===========  ==============  =============  ===========  ============
</TABLE>


                                       86
<PAGE>
(15) COMMITMENTS  AND  CONTINGENT  LIABILITIES

     The  Company's  concentrations  of  credit  risk  are  reflected  in  the
     consolidated balance sheets. The concentrations of credit risk with standby
     letters  of credit, unused lines of credit and commitments to originate new
     loans  and  loans  sold  with  recourse  generally  follow  the  loan
     classifications. At December 31, 2001, approximately 52.8% of the Company's
     loans  are  secured by real estate located in central and northern New York
     and  northeastern  Pennsylvania,  respectively.  Accordingly,  the ultimate
     collectibility  of  a  substantial  portion  of  the Company's portfolio is
     susceptible  to  changes in market conditions of those areas. Management is
     not  aware  of  any  material  concentrations  of credit to any industry or
     individual  borrowers.

     The  Company  is  a party to certain financial instruments with off balance
     sheet  risk in the normal course of business to meet the financing needs of
     its  customers.  These  financial instruments include commitments to extend
     credit,  unused  lines of credit, and standby letters of credit, as well as
     certain  mortgage  loans  sold  to  investors  with recourse. The Company's
     exposure  to  credit loss in the event of nonperformance by the other party
     to  the  commitments  to  extend  credit,  unused  lines of credit, standby
     letters  of  credit  and  loans  sold  with  recourse is represented by the
     contractual  amount  of those instruments. The Company uses the same credit
     standards  in making commitments and conditional obligations as it does for
     on  balance  sheet  instruments.

<TABLE>
<CAPTION>
                                           AT  DECEMBER  31,
                                             2001     2000
                                           --------  -------
<S>                                        <C>       <C>
(IN THOUSANDS)

Commitments to extend credits, primarily
  variable rate                            $509,750  230,668

Unused lines of credit                      194,931  164,062

Standby letters of credit                    21,072    6,249

Loans sold with recourse                     18,258   20,000
</TABLE>

The  total  amount  of loans serviced by the Company for unrelated third parties
was  approximately  $173.3  million  and $208.3 million at December 31, 2001 and
2000,  respectively.

In  the  normal  course  of  business  there  are  various  outstanding  legal
proceedings. In the opinion of management, the aggregate amount involved in such
proceedings  is  not  material  to the consolidated balance sheets or results of
operations  of  the  Company.


                                       87
<PAGE>
<TABLE>
<CAPTION>
(16) PARENT COMPANY FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS
------------------------

                                                           DECEMBER  31,
ASSETS                                                     2001     2000
                                                         --------  -------
                                                           (IN THOUSANDS)
<S>                                                      <C>       <C>

Cash and cash equivalents                                $  1,971    7,827
Securities available for sale, at estimated fair value      8,401    8,774
Investment in subsidiaries, on equity basis               279,725  285,770
Other assets                                               11,654    8,317
                                                         --------  -------
  Total assets                                           $301,751  310,688
                                                         ========  =======

  LIABILITIES AND STOCKHOLDERS' EQUITY

Total liabilities                                        $ 35,396   41,047
                                                         --------  -------

Stockholders' equity                                      266,355  269,641
                                                         --------  -------

  Total liabilities and stockholders' equity             $301,751  310,688
                                                         ========  =======
</TABLE>


<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF INCOME
------------------------------

                                                     YEARS ENDED DECEMBER 31,
                                                    --------------------------
                                                      2001      2000     1999
                                                    ---------  -------  ------
                                                           (IN THOUSANDS)
<S>                                                 <C>        <C>      <C>

Dividends from subsidiaries                         $ 27,775   35,270   22,649
Management fee from
  subsidiaries                                        25,860   17,266        -
Interest and other dividend
  income                                               1,273    1,578    1,125
Net gain on sale of securities
  available for sale                                     294      151    1,036
                                                    ---------  -------  ------
                                                      55,202   54,265   24,810
  Operating expense                                   41,535   36,374    2,400
                                                    ---------  -------  ------

Income before income tax (benefit)
  expense and (distributions in
  excess of) equity in undistributed
  income of subsidiaries                              13,667   17,891   22,410
Income tax (benefit) expense                          (3,907)  (5,738)     223
(Distributions in excess of)
  equity in undistributed
  income of subsidiaries                             (13,837)  (9,475)  10,405
                                                    ---------  -------  ------
      Net income                                    $  3,737   14,154   32,592
                                                    =========  =======  ======
</TABLE>


                                       88
<PAGE>
<TABLE>
<CAPTION>
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------

                                                      YEARS  ENDED  DECEMBER  31,
                                                     -----------------------------
                                                       2001       2000      1999
                                                     ---------  --------  --------
                                                             (IN THOUSANDS)
<S>                                                  <C>        <C>       <C>
Operating activities:
  Net income                                         $  3,737    14,154    32,592
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
      Net gains on sale of securities
        available for sale                               (294)     (151)   (1,036)
      Tax benefit from exercise of
        stock options                                     327       660       296
      Distributions in excess of
        (equity in undistributed)
        income of subsidiaries                         13,837     9,475   (10,405)
      Other, net                                        4,354     2,242      (956)
                                                     ---------  --------  --------
          Net cash provided by
            operating activities                       21,961    26,380    20,491
                                                     ---------  --------  --------

Investing activities:
  Securities available for sale:
    Proceeds from sales                                 4,458       384     2,301
    Purchases of securities
      available for sale                                 (390)   (1,742)   (6,514)
    Maturities and calls of securities
      available for sale                                    -         -     1,000
    Investment in bank subsidiary                           -         -   (15,000)
    Investment in non-bank subsidiaries                     -         -      (720)
    Purchases of premises and equipment                (2,603)       (4)      (55)
                                                     ---------  --------  --------
        Net cash provided by (used in)
          investing activities                          1,465    (1,362)  (18,988)

Financing activities:
  Proceeds from the issuance of shares
    to employee benefit plans and other stock
    plans                                               2,046       507     6,826
  Payment on long-term debt                               (75)      (65)      (66)
  Issuance of liability to subsidiary
    related to capital securities                           -         -    17,000
  Purchase of treasury shares                         (11,126)   (1,680)   (9,628)
  Cash dividends and payment for
    fractional shares                                 (20,127)  (18,447)  (15,745)
                                                     ---------  --------  --------
      Net cash provided by (used in)
        financing activities                          (29,282)  (19,685)   (1,613)

      Net (decrease) increase in
        cash and cash equivalents                      (5,856)    5,333      (110)

  Cash and cash equivalents at beginning
    of year                                             7,827     2,494     2,604
                                                     ---------  --------  --------
  Cash and cash equivalents at end
    of year                                          $  1,971     7,827     2,494
                                                     =========  ========  ========
</TABLE>


                                       89
<PAGE>
(17) FAIR VALUES OF FINANCIAL INSTRUMENTS

     The  following methods and assumptions were used to estimate the fair value
     of  each  class  of  financial  instruments.

     SHORT  TERM  INSTRUMENTS

     For  short-term  instruments,  such  as  cash and cash equivalents, accrued
     interest  receivable,  accrued  interest payable and short term borrowings,
     carrying  value  approximates  fair  value.

     SECURITIES

     Fair  values  for  securities  are  based on quoted market prices or dealer
     quotes, where available. Where quoted market prices are not available, fair
     values  are  based  on  quoted  market  prices  of  comparable instruments.

     LOANS

     For  variable  rate  loans  that reprice frequently and have no significant
     credit  risk, fair values are based on carrying values. The fair values for
     fixed  rate loans are estimated through discounted cash flow analysis using
     interest  rates  currently  being  offered for loans with similar terms and
     credit  quality.  Nonperforming  loans  are  valued  based upon recent loss
     history  for  similar  loans.

     DEPOSITS

     The  fair  values  disclosed  for  savings,  money  market, and noninterest
     bearing  accounts are, by definition, equal to their carrying values at the
     reporting date. The fair value of fixed maturity time deposits is estimated
     using a discounted cash flow analysis that applies interest rates currently
     offered  to  a  schedule  of aggregated expected monthly maturities on time
     deposits.

     LONG-TERM  DEBT

     The  fair  value of long-term debt has been estimated using discounted cash
     flow  analysis that applies interest rates currently offered for notes with
     similar  terms.

     COMMITMENTS  TO  EXTEND  CREDIT  AND  STANDBY  LETTERS  OF  CREDIT

     The  fair  value  of  commitments  to  extend credit and standby letters of
     credit  are  estimated  using  fees currently charged to enter into similar
     agreements,  taking  into account the remaining terms of the agreements and
     the  present credit worthiness of the counterparts. Carrying amounts, which
     are  comprised  of  the  unamortized  fee  income,  are  not  significant.


                                       90
<PAGE>
GUARANTEED  PREFERRED  BENEFICIAL  INTERESTS  IN  COMPANY'S  JUNIOR SUBORDINATED
DEBENTURES.

Given  the variable rate nature of this financial instrument, the carrying value
approximates  fair  value.

Estimated  fair  values  of financial instruments at December 31 are as follows:

<TABLE>
<CAPTION>
                                             2001                       2000
                                  --------------------------  -------------------------
                                   CARRYING   ESTIMATED FAIR  CARRYING   ESTIMATED FAIR
                                    AMOUNT        VALUE        AMOUNT        VALUE
                                  ----------  --------------  ---------  --------------
                                                      (IN THOUSANDS)
<S>                               <C>         <C>             <C>        <C>

  FINANCIAL ASSETS
Cash and cash equivalents         $  129,957         129,957    130,443         130,443
Trading securities                       126             126     20,540          20,540
Securities available for sale        909,341         909,341    936,757         936,757
Securities held to maturity          101,604         101,495    110,415         109,835

Loans (1)                          2,339,636       2,399,044  2,247,655       2,232,573
Less allowance for loan losses        44,746               -     32,494               -
                                  ----------  --------------  ---------  --------------
      Net loans                    2,294,890       2,399,044  2,215,161       2,232,573

Accrued interest receivable           18,152          18,152     21,043          21,043

  FINANCIAL LIABILITIES
Deposits:
  Interest bearing:
    Savings, NOW and
      money market                $1,097,156       1,097,156    970,859         970,859
    Time deposits                  1,387,049       1,400,996  1,500,828       1,503,756
  Noninterest bearing                431,407         431,407    372,181         372,181

Short-term borrowings                122,013         122,013    184,704         184,704
Long-term debt                       272,331         282,426    240,529         241,396
Accrued interest payable              13,145          13,145     17,041          17,041
Guaranteed preferred beneficial
  interests in company's junior
  subordinated debentures             17,000          17,000     17,000          17,000

<FN>
(1)     Lease  receivables,  although  excluded  from  the  scope  of SFAS No. 107, are
        included in  the  estimated  fair  value  amounts  at  their  carrying  amounts.
</TABLE>


                                       91
<PAGE>
     Fair  value  estimates  are  made  at  a  specific  point in time, based on
     relevant market information and information about the financial instrument.
     These  estimates  do  not reflect any premium or discount that could result
     from  offering  for  sale  at  one  time the Company's entire holdings of a
     particular financial instrument. Because no market exists for a significant
     portion  of  the  Company's financial instruments, fair value estimates are
     based  on  judgments  regarding  future  expected  loss experience, current
     economic conditions, risk characteristics of various financial instruments,
     and  other  factors.  These  estimates are subjective in nature and involve
     uncertainties  and  matters of significant judgment and therefore cannot be
     determined  with  precision.  Changes  in  assumptions  could significantly
     affect  the  estimates.

     Fair  value  estimates  are  based  on  existing  on  and off-balance-sheet
     financial  instruments  without  attempting  to  estimate  the  value  of
     anticipated  future  business  and the value of assets and liabilities that
     are  not  considered  financial instruments. For example, the Company has a
     substantial  trust and investment management operation that contributes net
     fee  income  annually. The trust and investment management operation is not
     considered  a financial instrument, and its value has not been incorporated
     into  the  fair  value  estimates. Other significant assets and liabilities
     include  the  benefits  resulting  from  the  low-cost  funding  of deposit
     liabilities  as  compared to the cost of borrowing funds in the market, and
     premises  and  equipment. In addition, the tax ramifications related to the
     realization  of  the  unrealized  gains  and  losses can have a significant
     effect on fair value estimates and have not been considered in the estimate
     of  fair  value.


                                       92
<PAGE>


                                       93
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required is incorporated herein by reference from the Company's
definitive Proxy Statement for its annual meeting of shareholders to be held on
May 2, 2002 (the "Proxy Statement"), which will be filed with the Securities and
Exchange Commission within 120 days of the Company's 2001 fiscal year end.

ITEM 11.  EXECUTIVE COMPENSATION

The information required is incorporated herein by reference from the Proxy
Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required is incorporated herein by reference from the Proxy
Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required is incorporated herein by reference from the Proxy
Statement.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(1) The following consolidated financial statements are incorporated by
            reference from Item 8 hereof:

            Independent Auditors' Report.

            Consolidated Balance Sheets as of December 31, 2001 and 2000.

            Consolidated Statements of Income for each of the three years ended
            December 31, 2001, 2000 and 1999.

            Consolidated Statements of Changes in Stockholders' Equity for each
            of the three years ended December 31, 2001, 2000 and 1999.

            Consolidated Statements of Cash Flows for each of the three years
            ended December 31, 2001, 2000 and 1999.

            Consolidated Statements of Comprehensive Income for each of the
            three years ended December 31, 2001, 2000 and 1999. Notes to the
            Consolidated Financial Statements.

     (a)(2) There are no financial statement schedules that are required to be
            filed as part of this form since they are not applicable or the
            information is included in the consolidated financial statements.

     (a)(3) See (c) below for all exhibits filed herewith and the Exhibit
            Index.

     (b)    Reports on Form 8-K


                                      -94-
<PAGE>
The Company filed a Current Report on Form 8-K with the Securities and Exchange
Commission on November 13, 2001 (date of report November 8, 2001) (announcing
the completion of the Company's acquisition of CNB Financial Corp. and the
appointment of Messrs. Van Ness Robinson, John P. Woods, Jr., and Joseph A.
Santangelo to serve as members of the Company's Board of Directors).

     (c)  Exhibits.  The  following  exhibits  are  either filed as part of this
     annual  report  on  Form  10-K,  or  are  incorporated herein by reference:

Exhibit
Number

3.1     Certificate  of  Incorporation  of  NBT  Bancorp  Inc.
3.2     Amended and Restated By-laws of NBT Bancorp Inc.
3.3     Rights  Agreement,  dated  as  of November 15, 1994, between NBT Bancorp
        Inc. and American Stock Transfer Trust Company as Rights Agent (filed as
        Exhibit  4.1  to  Registrant's  Form  8-A, file number 0-14703, filed on
        November  25,  1994,  and  incorporated  by  reference  herein).
3.4     Amendment  No.  1  to  Rights  Agreement, dated as of December 16, 1999,
        between  NBT  Bancorp  Inc. and American Stock Transfer Trust Company as
        Rights  Agent  (filed  as  Exhibit  4.2 to Registrant's Form 8-A/A, file
        number  0-14703,  filed  on  December  21,  1999,  and  incorporated  by
        reference  herein).
3.5     Amendment No. 2 to Rights Agreement, dated as of April 19, 2000, between
        NBT  Bancorp  Inc.  and  American Stock Transfer Trust Company as Rights
        Agent  (filed  as Exhibit 4.3 to Registrant's Form 8-A12G/A, file number
        0-14703,  filed  on May 25, 2000, and incorporated by reference herein).
10.1     NBT  Bancorp  Inc.  401(K) and Employee Stock Ownership Plan made as of
        January 1, 2001 (filed as Exhibit 10.1 to Registrant's Form 10-K for the
        year  ended  December 31, 2000, filed on March 29, 2001 and incorporated
        by  reference  herein).
10.2    First  Amendment  to  the  NBT  Bancorp  Inc. 401(k) and Employee Stock
        Ownership  Plan  effective  July  2,  2001.
10.3    Second  Amendment  to  the  NBT  Bancorp Inc. 401(k) and Employee Stock
        Ownership  Plan  effective July  2,  2001.
10.4    Third  Amendment  to  the  NBT  Bancorp  Inc. 401(k) and Employee Stock
        Ownership  Plan effective  January  1,  2002.
10.5    Fourth  Amendment  to  the  NBT  Bancorp Inc. 401(k) and Employee Stock
        Ownership  Plan  effective  January  1,  2002.
10.6    Fifth  Amendment  to  the  NBT  Bancorp  Inc. 401(k) and Employee Stock
        Ownership  Plan  effective  January  1,  2002.
10.7    NBT Bancorp Inc. Defined Benefit Pension Plan, Amended and Restated
        Effective  as  of January 1, 2000 (filed as Exhibit 10.2 to Registrant's
        Form  10-K for the year ended December 31, 2000, filed on March 29, 2001
        and  incorporated  by  reference  herein).
10.8    Amendment  Number  One to NBT Bancorp Inc. Defined Benefit Pension Plan
        effective  December  31,  2001.
10.9    NBT Bancorp Inc. 1993 Stock Option Plan (filed as Exhibit 99.1 to
        Registrant's  Form  S-8  Registration  Statement,  file number 333-71830
        filed  on  October  18,  2001  and  incorporated  by  reference herein).
10.10   NBT Bancorp Inc. Non-Employee Director, Divisional Director and
        Subsidiary  Director  Stock  Option  Plan  (filed  as  Exhibit  99.1  to
        Registrant's  Form  S-8  Registration  Statement,  file number 333-73038
        filed  on  November  9,  2001  and  incorporated  by  reference herein).


                                      -95-
<PAGE>
                            EXHIBIT INDEX (continued)

Exhibit
Number
10.11   NBT  Bancorp  Inc.  Employee  Stock  Purchase  Plan.
10.12   NBT  Bancorp  Inc.  Directors  Restricted Stock Plan (filed as Exhibit
        99.1  to  Registrant's  Form  S-8  Registration  Statement,  file number
        333-72772  filed  on  November  5,  2001,  and incorporated by reference
        herein).
10.13   NBT  Bancorp  Inc.  2002  Executive  Incentive  Compensation  Plan.
10.14   Change  in  control agreement with Daryl R. Forsythe (filed as Exhibit
        10.4  to  the  Registrant's  Form  10-Q  for  the quarterly period ended
        September  30,  2001, filed on November 14, 2001 and incorporated herein
        by  reference).
10.15   Form  of  Employment  Agreement  between NBT Bancorp Inc. and Daryl R.
        Forsythe  made  as  of  January  1,  2002.
10.16   Supplemental  Retirement Agreement between NBT Bancorp Inc., NBT Bank,
        National  Association  and  Daryl  R.  Forsythe  as Amended and Restated
        Effective  January  28,  2002.
10.17   Death  Benefits Agreement between NBT Bancorp Inc., NBT Bank, National
        Association and Daryl R. Forsythe made August 22, 1995 (filed as Exhibit
        10.8  to  Registrant's  Form  10-K for the year ended December 31, 2000,
        filed  on  March  29,  2001  and  incorporated  herein  by  reference).
10.18   Amendment  dated  January 28, 2002 to Death Benefits Agreement between
        NBT  Bancorp  Inc., NBT Bank, National Association and Daryl R. Forsythe
        made  August  22,  1995.
10.19   Split-Dollar  Agreement  between  NBT Bancorp Inc., NBT Bank, National
        Association  and  Daryl  R.  Forsythe  made  August  22,  1995.
10.20   Wage  Continuation  Plan  between NBT Bancorp Inc., NBT Bank, National
        Association  and  Daryl  R. Forsythe made as of August 1, 1995 (filed as
        Exhibit  10.9  to Registrant's Form 10-K for the year ended December 31,
        2000,  filed  on  March  29, 2001 and incorporated herein by reference).
10.21   Form  of  Employment  Agreement between NBT Bancorp Inc. and Martin A.
        Dietrich  made  as  of  January  1,  2002.
10.22   Supplemental Executive Retirement Agreement between NBT Bancorp Inc.
        and  Martin  A. Dietrich made as of July 23, 2001(filed as Exhibit 10.13
        to  Registrant's  Form 10-Q for the quarterly period ended September 30,
        2001,  filed on November 14, 2001 and incorporated herein by reference).
10.23   Change  in control agreement with Martin A. Dietrich (filed as Exhibit
        10.3  to Registrant's Form 10-Q for the quarterly period ended September
        30,  2001,  filed  on  November  14,  2001  and  incorporated  herein by
        reference).
10.24   Form  of  Employment Agreement between NBT Bancorp Inc. and Michael J.
        Chewens  made  as  of  January  1,  2002.
10.25   Supplemental  Executive  Retirement Agreement between NBT Bancorp Inc.
        and  Michael J. Chewens made as of July 23, 2001 (filed as Exhibit 10.12
        to  Registrant's  Form 10-Q for the quarterly period ended September 30,
        2001,  filed on November 14, 2001 and incorporated by reference herein).
10.26   Change  in control agreement with Michael J. Chewens (filed as Exhibit
        10.1  to Registrant's Form 10-Q for the quarterly period ended September
        30,  2001,  filed  on  November  14,  2001  and  incorporated  herein by
        reference).
10.27   Form  of  Employment  Agreement  between NBT Bancorp Inc. and David E.
        Raven  made  as  of  January  1,  2002.
10.28   Change in control agreement with David E. Raven (filed as Exhibit 10.7
        to  Registrant's  Form 10-Q for the quarterly period ended September 30,
        2001,  filed on November 14, 2001 and incorporated by reference herein).
10.29   Form  of  Employment  Agreement  between NBT Bancorp Inc. and Lance D.
        Mattingly  made  as  of  January  1,  2002.


                                      -96-
<PAGE>
10.30   Change  in control agreement with Lance D. Mattingly (filed as Exhibit
        10.5  to Registrant's Form 10-Q for the quarterly period ended September
        30,  2001,  filed  on  November  14,  2001 and incorporated by reference
        herein).
10.31   Form  of Employment Agreement between NBT Bancorp Inc. and Peter Corso
        made  as  of  January  1,  2002.
10.32   Change in control agreement with Peter Corso (filed as Exhibit 10.2 to
        Registrant's  Form  10-Q  for  the  quarterly period ended September 30,
        2001,  filed on November 14, 2001 and incorporated herein by reference).
10.33   Change  in  control  agreement  with  Tom  Delduchetto
10.34   NBT Bancorp Inc. and Subsidiaries Master Deferred Compensation Plan of
        Directors,  adopted  February  11,  1992  (filed  as  Exhibit  10.9  to
        Registrant's  Form  10-K  for the year ended December 31, 2000, filed on
        March  29,  2001  and  incorporated  herein  by  reference).
10.35   Agreement and Plan of Merger by and between NBT Bancorp Inc. and First
        National Bancorp, Inc., dated as of January 2, 2001 (filed as Annex A to
        Registrant's  Form  S-4  Registration  Statement, file number 333-55360,
        filed  on  February  9,  2001,  and  incorporated  by reference herein).


                                      -97-
<PAGE>
                            EXHIBIT INDEX (continued)

Exhibit
Number

10.36   Agreement and Plan of Merger among NBT Bancorp Inc., NBT Bank,
        National  Association,  CNB  Financial  Corp. and Central National Bank,
        Canajoharie  dated  as  of  June  19,  2001  (filed  as  Appendix  A  to
        Registrant's  Form  S-4/A Registration Statement, file number 333-66472,
        filed  on  August  27,  2001,  and  incorporated  by  reference herein).
21      A  list  of  the  subsidiaries  of  the  Registrant.
23      Consent  of  KPMG  LLP.


                                      -98-
<PAGE>
SIGNATURES
Pursuant  to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act  of  1934,  NBT Bancorp Inc. has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

NBT BANCORP INC. (Registrant)
March 25, 2002

/s/ Daryl R. Forsythe
----------------------
Daryl R. Forsythe
Chairman, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.



/s/ Daryl R. Forsythe                         /s/ Michael J. Chewens
--------------------------------------------  ----------------------------------
Daryl R. Forsythe                             Michael J. Chewens
President, Chief Executive Officer            Chief Financial Officer (Principal
  and Chairman (Principal Executive Officer)  Financial Officer)
Date: March 25, 2002                          Date: March 25, 2002

/s/ J. Peter Chaplin                          /s/ John C. Mitchell
--------------------------------------------  ----------------------------------
J. Peter Chaplin, Director                    John C. Mitchell, Director
Date: March 25, 2002                          Date: March 25, 2002

/s/ Richard Chojnowski,                       /s/ Joseph G. Nasser
--------------------------------------------  ----------------------------------
Richard Chojnowski, Director                  Joseph G. Nasser, Director
Date: March 25, 2002                          Date: March 25, 2002

/s/ Gene E. Goldenziel                        /s/ William L. Owens
--------------------------------------------  ----------------------------------
Gene E. Goldenziel, Director                  William L. Owens, Director
Date: March 25, 2002                          Date: March 25, 2002

/s/ Peter B. Gregory                          /s/ Van Ness D. Robinson
--------------------------------------------  ----------------------------------
Peter B. Gregory, Director                    Van Ness D. Robinson, Director
Date: March 25, 2002                          Date: March 25, 2002

/s/ William C. Gumble                         /s/ Joseph A. Santangelo
--------------------------------------------  ----------------------------------
William C. Gumble, Director                   Joseph A. Santangelo, Director
Date: March 25, 2002                          Date: March 25, 2002

/s/ Bruce D. Howe                             /s/ Paul O. Stillman
--------------------------------------------  ----------------------------------
Bruce D. Howe, Director                       Paul O. Stillman, Director
Date: March 25, 2002                          Date: March 25, 2002

/s/ Andrew S. Kowalczyk, Jr.                  /s/ John P. Woods, Jr.
--------------------------------------------  ----------------------------------
Andrew S. Kowalczyk, Jr., Director            John P. Woods, Director
Date: March 25, 2002                          Date: March 25, 2002


                                      -99-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
                                   Exhibit 3.1
   Certificate of Incorporation of NBT BANCORP INC., as amended through July 23,
                                      2001.


                                      -100-
<PAGE>
                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                NBT BANCORP INC.


     FIRST:     The name of the corporation (hereinafter called the Corporation)
     -----
is NBT BANCORP INC.

     SECOND:     The address of the registered office of the Corporation in the
     ------
State of Delaware is 2711 Centerville Road Suite 400, Wilmington, New Castle
County, Delaware, 19808; and the name of the registered agent of the Corporation
in the State of Delaware at such address is The Prentice-Hall Corporation
System, Inc.

     THIRD:     The nature of the business and the purpose to be conducted and
     -----
promoted by the Corporation shall be to conduct any lawful business, to promote
any lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

     FOURTH:     The total number of shares of all classes of capital stock
     ------
which the Corporation shall have the authority to issue is Fifty-Two Million
Five Hundred Thousand (52,500,000) shares consisting of Fifty Million
(50,000,000) shares of Common Stock, par value $.01 per share and Two Million
Five Hundred Thousand (2,500,000) shares of Preferred Stock, par value $.01 per
share.

     FIFTH:     The Board of Directors is authorized, subject to limitations
     -----
prescribed by law and the provisions of the Article FOURTH, to provide for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each series shall include, but
not to be limited to, determination of the following:

          (a) The number of shares constituting that series and the distinctive
     designation of that series;

          (b) The dividend rate on the shares of that series, whether dividends
     shall be cumulative, and, if so, from which date or dates, and the relative
     rights of priority, if any, of payment of dividends on shares of that
     series;

          (c) Whether that series shall have voting rights, in addition to the
     voting rights provided by law, and, if so, the terms of such voting rights;

          (d) Whether that series shall have conversion privileges, and, if so,
     the terms and conditions of such conversion, including provisions for
     adjustment of the conversion rate in such events as the Board of Directors
     shall determine;

          (e) Whether or not the shares of that series shall be redeemable, and,
     if so, the terms and conditions of such redemption, including the date or
     dates upon or after which they shall be redeemable, and the amount per
     share payable in case of redemption, which amount may vary under different
     conditions and at different redemption dates;

          (f) Whether that series shall have a sinking fund for the redemption
     or purchase of shares of that series, and, if so, the terms and amount of
     such sinking fund;

          (g) The right of the shares of that series in the event of voluntary
     or involuntary liquidation, dissolution or winding up of the Corporation,
     and the relative rights of priority, if any, of payment of shares of that
     series;


                                      -101-
<PAGE>
          (h) Any other relative rights, preferences and limitations of that
     series.

     Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid or
declared and set apart for payment on the Common Stock with respect to the same
dividend period.

     If upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the assets available for distribution to holders of shares
of Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.

     SIXTH:     The Corporation is to have perpetual existence.
     -----

     SEVENTH:     The name and the mailing address of the incorporator are as
     -------
follows:

           NAME                    MAILING ADDRESS
           ----                    ---------------

     Everett A. Gilmour            52 South Broad Street
                                   Norwich, New York 13815

     EIGHTH:     For the management of the business and for the conduct of the
     ------
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

          (a) The management of the business and the conduct of the affairs of
     the Corporation shall be vested in its Board of Directors. The number of
     directors shall be fixed by, or in the manner provided in, the By-Laws.
     Directors need not be elected by written ballot, unless so required by the
     By-Laws of the Corporation.

          (b) After the original or other By-Laws of the Corporation have been
     adopted, amended, or repealed, as the case may be, in accordance with the
     provisions of Section 109 of the General Corporation Law of the State of
     Delaware, and after the Corporation has received any payment for any of its
     stock, the power to adopt, amend, or repeal the By-Laws of the Corporation
     may be exercised by the Board of Directors of the Corporation.

     NINTH:     Meetings of stockholders may be held within or without the State
     -----
of Delaware, as the By-Laws may provide.  The books of the Corporation may be
kept (subject to any provision contained in the statute) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     TENTH:     From time to time, any of the provisions of this Certificate of
     -----
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, all in the manner now or hereafter prescribed by the laws of
the State of Delaware, and all rights and powers at any time conferred upon the
stockholders and the directors of the Corporation by this Certificate of
Incorporation are granted subject to the provisions of this Article TENTH.  The
provisions set forth in Article ELEVENTH may not be repealed or amended in any
respect, unless such action is approved by the affirmative vote of the holders
of not less than eighty percent (80%) of the outstanding shares of Voting Stock
(as defined in Article ELEVENTH) of the Corporation; provided, however, if there
is a Major Stockholder as defined in Article ELEVENTH, such eighty percent (80%)
vote must include the affirmative vote of at least eighty percent (80%) of


                                      -102-
<PAGE>
the outstanding shares of voting stock held by shareholders other than the Major
Stockholder.

     ELEVENTH:
     --------

     (a) The affirmative vote of the holders of not less than eighty percent
(80%) of the total voting power of all outstanding shares entitled to vote in
the election of any particular Class of Directors (as defined in Section (e) of
this Article ELEVENTH) and held by disinterested shareholders (as defined below)
shall be required for the approval or authorization of any "Business
Combination," as defined and set forth below:

          (1) Any merger, consolidation or other business reorganization or
     combination of the Corporation or any of its subsidiaries with any other
     corporation that is a Major Stockholder of the Corporation;

          (2) Any sale, lease or exchange by the Corporation of all or a
     substantial part of its assets to or with a Major Stockholder;

          (3) Any issue of any stock or other security of the Corporation or any
     of its subsidiaries for cash, assets or securities of a Major Stockholder;

          (4) Any reverse stock split of, or exchange of securities, cash or
     other properties or assets for any outstanding securities of the
     Corporation or any of its subsidiaries or liquidation or dissolution of the
     Corporation or any of its subsidiaries in any such case in which a Major
     Stockholder receives any securities, cash or other assets whether or not
     different from those received or retained by any holder of securities of
     the same class as held by such Major Shareholder.

     The affirmative vote required by this Article ELEVENTH shall be in addition
to the vote of the holders of any class or series of stock of the Corporation
otherwise required by law, by any other Article of this Certificate of
Incorporation or as this Certificate of Incorporation may be amended, by any
resolution of the Board of Directors providing for the issuance of a class or
series of stock, or by any agreement between the Corporation and any national
securities exchange.

     (b) For the purpose of this Article ELEVENTH:

          (1) The term "Major Stockholder" shall mean and include any person,
     corporation, partnership, or other person or entity which, together with
     its "Affiliates" and "Associates" (as defined at Rule 12b-2 under the
     Securities Exchange Act of 1934), "beneficially owns" (as hereinafter
     defined) in the aggregate five percent (5%) or more of the outstanding
     shares of Voting Stock, and any Affiliates or Associates of any such
     person, corporation, partnership, or other person or entity.

          (2) The term "Substantial Part" shall mean more than twenty-five
     percent (25%) of the fair market value of the total consolidated assets of
     the Corporation in question or more than twenty-five percent (25%) of the
     aggregate par value of authorized and issued Voting Stock of the
     Corporation in question, as of the end of its most recent fiscal quarter
     ending prior to the time the determination is being made.

          (3) The term "Voting Stock" shall mean the stock of Corporation
     entitled to vote in the election of directors.

          (4) The term "Beneficial Owner" shall mean any person and certain
     related parties, directly or indirectly, who own shares or have the right
     to acquire or vote shares of the company.

          (5) The term "Disinterested Shareholder" shall mean any holder of
     voting securities of the company other then (i) a Major Stockholder if it
     or any of them has a financial interest in the transaction being voted on
     (except for a financial interest attributable solely to such person's
     interest as a stockholder of


                                      -103-
<PAGE>
     the company which is identical to the interests of all stockholders of the
     same class) and (ii) in the context of a transaction described in (a) (4)
     above, any Major Stockholder (whether or not having a financial interest
     described in clause (i) of this sentence) if it or any of them has directly
     or indirectly proposed the transaction, solicited proxies to vote in favor
     of the transaction, financed any such solicitation of proxies or entered
     into any contract, arrangement, or understanding with any person for the
     voting of securities of the company in favor of the transaction.

     (c) The provisions of this Article shall not apply to a Business
Combination which is approved by sixty-six and two-thirds percent (66-2/3%) of
those members of the Board of Directors who were directors prior to the time
when the Major Stockholder became a Major Stockholder. The provisions of this
Article shall not apply to a Business Combination which (i) does not change any
stockholder's percentage ownership in the shares of stock entitled to vote in
the election of directors of any successor of the Corporation from the
percentage of the shares of Voting Stock owned by such stockholder; (ii)
provides for the provisions of this Article without any amendment, change,
alteration, or deletion, to apply to any successor to the Corporation; and (iii)
does not transfer all or a Substantial Part of the Corporation's assets or
Voting Stock other than to a wholly-owned subsidiary of the Corporation.

     (d) Nothing contained in the Article shall be construed to relieve a Major
Stockholder from any fiduciary obligation imposed by law. In addition, nothing
contained in this Article shall prevent any stockholders of the Corporation from
objecting to any Business Combination and from demanding any appraisal rights
which may be available to such stockholder.

     (e) The Board of Directors of the Corporation shall be divided into three
classes: Class 1, Class 2 and Class 3, which shall be as nearly equal as
possible. Each Director shall serve for a term ending on the date of the third
Annual Meeting of Shareowners following the Annual Meeting at which such
Director was elected; provided, however, that each initial Director in Class 1
shall hold office until the Annual Meeting of Shareowners in 1987; each initial
Director in Class 2 shall hold office until the Annual Meeting of Shareowners in
1988; and each initial Director in Class 3 shall hold office until the Annual
Meeting of Shareowners in 1989. Such initial Directors for each of the three
Classes of Directors shall be as follows: Class 1 - John M. Kolbas and Paul O.
Stillman; Class 2 - Donald E. Stone, Darryl R. Gregson and Paul R. Enggaard;
Class 3 - Everett A. Gilmour, J. K. Weinman and Thomas J. Mirabito. In the event
of any increase or decrease in the authorized number of Directors, (1) each
Director then serving as such nevertheless continue as a Director of the Class
of which he is a member until the expiration of his current term, or his earlier
resignation, removal from office or death, and (2) the newly created or
eliminated directorships resulting from such increase or decrease shall be
appointed by the Board of Directors among the three Classes of Directors so as
to maintain such Classes as nearly equal as possible. Notwithstanding any of the
foregoing provisions of this Article Eleventh, each Director shall serve until
his successor is elected and qualified or until his earlier resignation, removal
from office or death.

     TWELFTH:     A director of the corporation shall not be personally liable
     -------
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation of its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit.  If
the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law.  Any repeal or
modification of this paragraph by the stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time of such repeal
or modification.


                                      -104-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                                   Exhibit 3.2
   By-laws of NBT BANCORP INC., as amended and restated through July 23, 2001.


                                      -105-
<PAGE>
                                   BY-LAWS OF

                                NBT BANCORP INC.
                        (herein called the "Corporation")

     ARTICLE I. OFFICES

     Section 1.  Principal Office.  The principal office of the Corporation
                 ----------------
shall be at:

                              52 South Broad Street
                             Norwich, New York 13815

or such other place as the Board of Directors may designate.

     Section 2.  Other Offices.  In addition to its principal office, the
                 -------------
Corporation may have offices at such other places, within or without the State
of Delaware, as the Board of Directors may from time to time appoint or as the
business of the Corporation may require.

                            ARTICLE II. STOCKHOLDERS

     Section 1.  Annual Meetings.  The annual meeting of the stockholders of the
                 ---------------
Corporation, for the purpose of electing directors for the ensuing year and for
the transaction of such other business as may properly come before the meeting,
shall be held at such time as may be specified by the Board of Directors.

     Section 2.  Special Meetings.  A special meeting of the stockholders may be
                 ----------------
called at any time by the Board of Directors or by the Chairman of the Board of
Directors, or, if there is none, by the President, or by the holders of not less
than one-half of all the shares entitled to vote at such meeting.

     Section 3.  Place of Meetings.  Each annual meeting of the stockholders
                 -----------------
shall be held at the principal office of the Corporation, or at such other
place, within or without the State of Delaware, as the Board of Directors may
designate in calling such meeting.

     Section 4.  Notice of Meetings.  Written notice of each annual and each
                 ------------------
special meeting of the stockholders shall be given by or at the direction of the
officer or other person calling the meeting.  Such notice shall state the
purpose or purposes for which the meeting is called, the time when and the place
where it is to be held, and such other information as may be required by law.
Except as otherwise required by law, a copy thereof shall be delivered
personally, mailed in a postage prepaid envelope or transmitted electronically
or by telegraph, cable or wireless, not less than ten (10) days nor more than
sixty (60) days before such meeting to each stockholder of record entitled to
vote at such meeting; and if mailed, it shall be directed to such stockholder at
his address as it appears on the stock transfer books of the Corporation, unless
he shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to the address designated in such request.
Notwithstanding the foregoing, a waiver of any notice herein or by law required,
if in writing and signed by the person entitled to such notice, whether before
or after the time of the event for which notice was required to be given, shall
be the equivalent of the giving of such notice.  A stockholder who attends shall
be deemed to have had timely and proper notice of the meeting, unless he attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.  Notice of any adjourned or
recessed meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment or recess is taken, unless the
adjournment or recess is for more than 30 days, or if after the adjournment or
recess a new record date is fixed for the adjourned or recessed meeting.

     Section 5.  Quorum.  Except as otherwise provided by law, at any meeting of
                 ------
the stockholders of the Corporation, the presence in person or by proxy of the
holders of a majority of the total number of issued and outstanding shares of
Common Stock of the Corporation shall constitute a quorum for the transaction of
business.  In


                                      -106-
<PAGE>
the absence of a quorum, a majority in voting power of the stockholders present
in person or represented by proxy and entitled to vote may adjourn the meeting
from time to time and from place to place until a quorum is obtained. At any
such adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as originally called.

     Section 6.  Organization.  At every meeting of the stockholders, the
                 ------------
Chairman of the Board, or failing him the President, or, in the absence of the
Chairman of the Board and the President, a person chosen by a majority vote of
the stockholders present in person or by proxy and entitled to vote, shall act
as Chairman of the meeting.  The Secretary, or an Assistant Secretary, or, in
the discretion of the Chairman, any person designated by him, shall act as a
secretary of the meeting.

     Section 7.  Inspections.  The directors, in advance of any meeting, shall
                 -----------
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof.  In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat.  Each inspector, before entering upon discharge of his duties, shall
take and sign an oath to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of his ability.  The
inspector or inspectors shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive and count votes, ballots or consents and hear and determine all
challenges and questions arising in connection with the right to vote.  The
inspectors shall certify their determination of the number of shares represented
at the meeting, and their count of all votes and ballots, and shall make a
report in writing of any challenge, question or matter determined by him or them
and execute a certificate of any fact found by him or them.


                                      -106-
<PAGE>
     Section 8.  Business and Order of Business.  At each meeting of the
                 ------------------------------
stockholders such business may be transacted as may properly be brought before
such meeting, whether or not such business is stated in the notice of meeting or
in a waiver of notice thereof, except as expressly provided otherwise by law or
by these By-Laws.  The order of business at all meetings of stockholders shall
be as follows:

     1.     Call to order.

     2.     Selection of secretary of the meeting.

     3.     Determination of quorum.

     4.     Appointment of voting inspectors.

     5.     If the meeting of stockholders is for the election of directors, the
            nomination and election of directors.

     6.     Other business.

     For other business to be properly brought before an annual meeting of
stockholders, the stockholder seeking to bring such other business before the
meeting must have given timely notice thereof in writing to the President of the
Corporation, and such business must be a proper matter for stockholder action.
To be timely, a stockholder's notice shall be delivered to or mailed, postage
prepaid, and received by the President at the principal executive offices of the
Corporation at least 60 days but no more than 90 days prior to the anniversary
date of the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the date of the annual meeting is more than 30
days before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting and not later than the
close of business on the later of the 60th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation.  Such stockholder's notice shall set
forth (a) a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting, and any
material interest in such


                                      -107-
<PAGE>
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made, and (b) as to the stockholder giving notice and the
beneficial owner, if any, on whose behalf the proposal is made, (I) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner, and (II) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.

     Notwithstanding the foregoing provisions of this Section 8, a stockholder
seeking to bring such other business before the meeting shall also comply with
all applicable requirements of the Securities Exchange Act of 1934 and the rules
and regulations thereunder with respect to the matters set forth in this Section
8.  Nothing in this Section 8 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.

     Section 9.  Voting.  Except as otherwise provided by law or by the
                 ------
Certificate of Incorporation, holders of Common Stock of the Corporation shall
be entitled to vote upon matters to be voted upon by the stockholders.  At each
meeting of stockholders held for any purpose, each stockholder of record of
stock entitled to vote thereat shall be entitled to vote the shares of such
stock standing in his name on the books of the Corporation on the date
determined in accordance with Section 11 of this Article II, each such share
entitling him to one vote.

     At all meetings of stockholders for the election of directors, if a quorum
is present, a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors shall be sufficient to elect.  All other elections and questions
shall, unless otherwise provided by law, the Certificate of Incorporation or
these By-Laws, or unless a separate vote by a class or series or classes or
series is required, be decided by the affirmative vote of a majority in voting
power of the shares of stock which are present in person or represented by proxy
at the meeting and entitled to vote on the subject matter.

     The voting shall be by voice or by ballot as the Chairman may decide,
except that upon demand for a vote by ballot on any question or election, made
by any stockholder or his proxy present and entitled to vote on such question or
election, such vote by ballot shall immediately be taken.

     Section 10.  Voting List.  The Secretary of the Corporation shall make, at
                  -----------
least ten (10) days before each meeting of stockholders, a complete list of the
stockholders entitled to vote at any such meeting or any adjournment thereof,
with the address of and the number of shares registered in the name of each
stockholder.  Such list shall be opened to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or (ii) during
ordinary business hours, at the principal place of business of the Corporation.
Such list shall also be produced and kept at the time and place of the meeting
during the whole time of the meeting and shall be subject to inspection by any
stockholder who is present.  The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such list or
transfer books or to vote at any meeting of stockholders.

     If the requirements of this Section 10 have not been substantially complied
with, the meeting shall, on the demand of any stockholder in person or by proxy,
be adjourned until the requirements are complied with.

     Section 11.  Record Dates.  (a) In order that the Corporation may determine
                  ------------
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action other than stockholder action by written
consent, the Board of Directors may fix a record date, which shall not precede
the date such record date is fixed and shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior to
any such other action.  If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given and the record date for any purpose other than
stockholder action by written consent shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto.  A


                                      -108-
<PAGE>
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     (b)  In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date.  The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date.  If
no record date has been fixed by the Board of Directors within 10 days after the
date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or any officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.

     Section 12.  Adjournment.  Any meeting of stockholders, annual or special,
                  -----------
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.  At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     Section 13.  Action by Stockholders Without a Meeting.  Any action required
                  ----------------------------------------
or permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business or to an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded.  Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.  Prompt notice of the taking of any action by written consent
shall be given to stockholders who have not consented in writing and who, if the
action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of stockholders to take the action were
delivered to the Corporation as provided herein.

     Section 14.  Proxies.  At any meeting of the stockholders, each stockholder
                  -------
entitled to vote thereat may vote either in person or by proxy executed in
writing or granted or authorized in such other manner as is permitted under the
General Corporation Law of the State of Delaware.  Such proxy shall be filed
with the Secretary at or before the meeting; provided, however, that no proxy
shall be voted or acted upon after eleven months from its date, unless said
proxy provides for a longer period.  A proxy need not be sealed, witnessed or
acknowledged.

                             ARTICLE III.  DIRECTORS


                                      -109-
<PAGE>
     Section 1.  General Powers.  The business and affairs of the Corporation
                 --------------
shall be managed by or under the direction of the Board of Directors, and all
corporate powers shall be exercised by or under the direction of the Board of
Directors, except as otherwise expressly required by these By-Laws, by the
Certificate of Incorporation or by law.

     Section 2.  Qualification, Number, Classification and Term of Office.
                 --------------------------------------------------------
Every director must be a citizen of the United States and have resided in the
State of New York, or within two hundred miles of the location of the principal
office of the Corporation, for at least one year immediately preceding his
election, and must own $1,000.00 aggregate book value of Corporate Stock. The
number of directors shall be not less than five nor more than twenty-five. A
Board of Directors shall be elected in the manner provided in these By-Laws.
Each director shall have one vote at any directors' meeting.

     The Board of Directors shall be divided into three classes: Class 1, Class
2 and Class 3, which shall be as nearly equal in number as possible.  Each
director shall serve for a term ending on the date of the third Annual Meeting
of Shareowners following the Annual Meeting at which such director was elected;
provided, however, that each initial director in Class 1 shall hold office until
the Annual Meeting of Shareowners in 1987; each initial director in Class 2
shall hold office until the Annual Meeting of Shareowners in 1988; and each
initial director in Class 3 shall hold office until the Annual Meeting of
Shareowners in 1989.

     In the event of any increase or decrease in the authorized number of
directors, (1) each director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term,  or his earlier resignation, removal from office or death, and (2)
the newly created or eliminated directorships resulting from such increase or
decrease shall be apportioned by the Board of Directors among the three classes
of directors so as to maintain such classes as nearly equal as possible.

     Notwithstanding any of the foregoing provisions of this Section 2, each
director shall serve until his successor is elected and qualified or until his
earlier resignation, removal from office or death.

     This Article III, Section 2, shall not be altered, amended or repealed
except by an affirmative vote of at least sixty-six and two-thirds percent
(66-2/3%) of the total number of shareowners.

     Section 3.  Election of Directors.  At each meeting of the stockholders for
                 ---------------------
the election of directors, a quorum being present, as defined in Section 5 of
Article II, the election shall proceed as provided in these By-Laws and under
applicable Delaware law.  No election need be by written ballot.

     If the election of directors shall not be held on the day designated for
any annual meeting or at any adjournment of such meeting, the Board of Directors
shall cause the election to be held at a special meeting of the stockholders as
soon thereafter as may be convenient.

     Nominations of candidates for election as directors of the Corporation must
be made in writing and delivered to or received by the President of the
Corporation within ten days following the day on which public disclosure of the
date of any shareholders' meeting called for the election of directors is first
given. Such notification shall contain the name and address of the proposed
nominee, the principal occupation of the proposed nominee, the number of shares
of Common Stock that will be voted for the proposed nominee by the notifying
shareowner, including shares to be voted by proxy, the name and residence of the
notifying shareowner and the number of shares of Common Stock beneficially owned
by the notifying shareowner.

     No person shall be eligible for election or re-election as a director if he
or she shall have attained the age of 70 years.

     Nominations not made in accordance herewith may be disregarded by the
Chairman of the meeting.


                                      -110-
<PAGE>
     Section 4.  Removal of Directors.  Any director may be removed at any time,
                 --------------------
but only for cause, by the affirmative vote of a majority in voting power of the
stockholders of record entitled to elect a successor, and present in person or
by proxy at a special meeting of such stockholders for which express notice of
the intention to transact such business was given and at which a quorum shall be
present.

     Section 5.  Organization.  The Board of Directors, by majority vote, may
                 ------------
from time to time appoint a Chairman of the Board who shall preside over its
meetings.  The period and terms of the appointment shall be determined by the
Board of Directors.  The Secretary of the Corporation, or an Assistant
Secretary, or, in the discretion of the Chairman, any person appointed by him,
shall act as secretary of the meeting.

     Section 6.  Place of Meeting, etc.  The Board of Directors may hold its
                 ---------------------
meetings at such place or places within or without the State of Delaware as the
Board of Directors may from time to time, by resolution determine, or (unless
contrary to resolution of the Board of Directors), at such place as shall be
specified in the respective notices or waivers of notice thereof.  Unless
otherwise restricted by law or by the Certificate of Incorporation, members of
the Board of Directors or any committee thereof may participate in a meeting of
the Board of Directors such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 6 shall constitute presence at such meeting.  The Chairman or any person
appointed by him shall act as secretary of the meeting.

     Section 7.  Annual Meeting.  The Board of Directors may meet, without
                 --------------
notice of such meeting, for the purpose of organization, the election of
officers and the transaction of other business, on the same day as, at the place
at which, and as soon as practicable after each annual meeting of stockholders
is held.  Such annual meeting of directors may be held at any other time or
place specified in a notice given as hereinafter provided for special meetings
of the Board of Directors, or in a waiver of notice thereof.

     Section 8.  Regular Meetings.  Regular meetings of the Board of Directors
                 ----------------
may be held at such times and places as may be fixed from time to time by action
of the Board of Directors.  Unless required by resolution of the Board of
Directors, notice of any such meeting need not be given.

     Section 9.  Special Meetings.  Special meetings of the Board of Directors
                 ----------------
shall be held whenever called by the Chief Executive Officer, or by any three or
more directors, or, at the direction of any of the foregoing, by the Secretary.
Notice of each such meeting shall be mailed to each director, addressed to him
at his residence or usual place of business, not less than three (3) days before
the date on which the meeting is to be held; or such notice shall be sent to
each director at such place by telegraph, cable, telefax, telephone or wireless,
or by electronic mail to an address previously provided by the director to the
Corporation for delivery of such notices, in each such case not less than
twenty-four (24) hours before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting. Notice of any
adjourned or recessed meeting of the directors need not be given.

     Section 10.  Waivers of Notice of Meetings.  Anything in these By-Laws or
                  -----------------------------
in any resolution adopted by the Board of Directors to the contrary
notwithstanding, proper notice of any meeting of the Board of Directors shall be
deemed to have been given to any director if such notice shall be waived by him
in writing (including telegraph, cable, telefax, wireless, or electronic mail)
before or after the meeting.  A director who attends a meeting shall be deemed
to have had timely and proper notice thereof, unless he attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called.

     Section 11.  Quorum and Manner of Acting.  A majority of the directors
                  ---------------------------
shall constitute a quorum for the transaction of business.  Except as may
otherwise be expressly provided by these By-Laws, the act of a majority of the
directors present at any meeting at which a quorum is present, shall be the act
of the Board of Directors.  In the absence of a quorum, a majority of the
directors present may adjourn the meeting from time to time until a quorum be
had.  The directors shall act only as a Board and the individual directors shall
have no power as such.


                                      -111-
<PAGE>
     Section 12.  Resignations.  Any director of the Corporation may resign at
                  ------------
any time, in writing, by notifying the Chief Executive Officer, or the President
or the Secretary of the Corporation.  Such resignation shall take effect at the
time therein specified; and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective.

     Section 13.  Manner of Fixing the Number of Directors; Vacancies.  The
                  ---------------------------------------------------
number of directors authorized to serve until the next annual meeting of
stockholders of the Corporation shall be the number designated, at the annual
meeting and prior to the election of directors, by the stockholders entitled to
vote for the election of directors at that meeting.  Between annual meetings of
the stockholders of the Corporation, the Board of Directors shall have the power
to increase, by not more than three (3), the number of directors of the
Corporation.

     Any vacancy in the Board of Directors, caused by death, resignation,
removal, disqualification, increase in the number of directors, or any other
cause (other than an increase by more than three (3) in the number of
directors), may be filled by the majority vote of the remaining directors then
in office, though less than a quorum, at any regular meeting of the Board of
Directors. If, at the time of the next election of directors by the
stockholders, the term of office of any vacancy filled by the remaining
directors has not expired, then the stockholders shall fill such vacancy for the
remainder of the unexpired term. Any vacancy, including one caused by an
increase in the number of directors, may be filled at a meeting called for such
purpose, by vote of the stockholders.

     Section 14.  Committees.  The Board of Directors may designate one or more
                  ----------
Committees, each Committee to consist of one or more of the Directors of the
Corporation, which to the extent provided in said resolution or resolutions,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation to the fullest extent
permitted by law and shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it.  Such Committee or Committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

     In the absence or disqualification of any member of any Committee appointed
by the Board, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at a meeting in the place
of any such absent or disqualified member, subject, however, to the right of the
Board of Directors to designate one or more alternate members of such Committee,
which alternate members all have power to serve, subject to such conditions as
the Board may prescribe, as a member or members of said Committee during the
absence or inability to act of any one or more members of said Committee.  The
Board of Directors shall have the power at any time to change the membership of
any Committee, to fill vacancies in it, or to dissolve it.  A Committee may make
rules for the conduct of its business and shall act in accordance therewith,
except as otherwise provided herein or required by law.  A majority of the
members of the Committee shall constitute a quorum.  A Committee shall keep
regular minutes of its proceedings and report the same to the Board when
required.

     The Chief Executive Officer, if he is a director, shall be a voting member
of all Committees of the Board of Directors, except the Risk Management
Committee and the Compensation and Benefits Committee.

     Section 15.  Directors' Action Without a Meeting.  Unless otherwise
                  -----------------------------------
provided by the Certificate of Incorporation, any action required to be taken at
a meeting of the directors, or any action which may be taken at a meeting of the
directors or of a committee, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed before such action
by all the directors, or all the members of the committee, as the case may be.
Such consent shall have the same force and effect as a unanimous vote.

     Section 16.  Compensation.  Directors, as such, may receive compensation as
                  ------------
fixed by resolution of the Board of Directors, including annual fees for
services as directors, and a fixed fee and expenses of attendance, if any, for
attendance at each meeting of the Board.  The compensation may be in the form of
cash, stock of the Corporation, options to purchase stock of the Corporation, or
a combination of the foregoing, as the Board in its discretion shall determine.
Nothing in this section shall be construed to preclude a Director from serving
the Corporation in any other capacity and receiving compensation therefor.


                                      -112-
<PAGE>
                              ARTICLE IV. OFFICERS

     Section 1.  Officers.  The officers of the Corporation shall be a Chairman
                 --------
of the Board of Directors, one or more Vice Chairmen of the Board of Directors,
a President, a Chief Financial Officer and a Secretary, and where elected, one
or more Vice-Presidents, and the holders of such other offices as may be
established in accordance with the provisions of Section 3 of this Article.  Any
two or more offices may be held by the same person; provided only, that the same
person shall not hold the offices of Chairman and Secretary.

     Section 2.  Election, Term of Office and Qualifications.  The officers
                 -------------------------------------------
shall be elected annually by the Board of Directors, as soon as practicable
after the annual election of directors in each year.  Each officer shall hold
office until his successor shall have been duly chosen and shall qualify, or
until his death, resignation or removal in the manner hereinafter provided.

     Section 3.  Subordinate Officers.  The Board of Directors may from time to
                 --------------------
time establish offices in addition to those designated in Section 1 of this
Article IV with such duties as are provided in these By-Laws, or as they may
from time to time determine.

     Section 4.  Removal.  Any officer may be removed, either with or without
                 -------
cause, by resolution declaring such removal to be in the best interests of the
Corporation and adopted at any regular or special meeting of the Board of
Directors by a majority of the directors then in office.  Any such removal shall
be without prejudice to the recovery of damages for breach of contract rights,
if any, of the person removed.  Election of appointment of an officer or agent
shall not of itself, however, create contract rights.

     Section 5.  Resignations.  Any officer may resign at any time by giving
                 ------------
written notice to the Board of Directors or the Chairman of the Board of
Directors, the President or the Secretary of the Corporation.  Any such
resignation shall take effect at the date of receipt of such notice or at any
later time therein specified; and, unless otherwise specified, the acceptance of
such resignation shall not be necessary to make it effective.  However, no
resignation hereunder, or the acceptance thereof by the Board of Directors,
shall prejudice the contract or other rights, if any, of the Corporation with
respect to the person resigning.

     Section 6.  Vacancies.  A vacancy in any office because of death,
                 ---------
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term by the Board of Directors.

     Section 7.  Compensation.  Salaries or other compensation of the officers
                 ------------
may be fixed from time to time by the Board of Directors or in such manner as it
shall determine.  No officer shall be prevented from receiving his salary by
reason of the fact that he is also a director of the Corporation.

     Section 8.  Chairman of the Board of Directors.  Where there is a Chairman
                ----------------------------------
of the Board of Directors he shall be an officer and a director; and he may be
the Chief Executive Officer of the Corporation and as such may have general
supervision of the business of the Corporation, subject, however, to the control
of the Board of Directors and of any duly authorized committee of directors. The
Chief Executive Officer shall have full power and authority to cast any votes
which the Corporation is entitled to cast as a shareholder of another
corporation. Where there is no Chairman of the Board, or he is unable to
discharge his duties, the powers of the Chairman shall be vested in the
President. The Chairman of the Board shall preside at all meetings of
stockholders and of the Board of Directors at which he is present.

     Section 9.  Vice Chairman of the Board of Directors.  The Vice Chairman
                 ---------------------------------------
shall be a director of the Corporation.  In general, he shall perform all duties
incident to the office of Vice Chairman and such other duties as may from time
to time be designated to him by the Board of Directors or by any duly authorized
committee of directors, and shall have such other powers and authorities as are
conferred upon him elsewhere in these By-Laws.


                                      -113-
<PAGE>
     Section 10.  President.  The President shall be a director and may be the
                  ---------
Chief Executive Officer or the Chief Operating Officer of the Corporation.  In
general, he shall perform all duties incident to the office of the President and
such other duties as may from time to time be designated to him by the Board of
Directors or by any duly authorized committee of directors, and shall have such
other powers and authorities as are conferred upon him elsewhere in these
By-Laws.

     Section 11.  The Vice Presidents.  The Vice Presidents shall perform such
                  -------------------
duties as from time to time may be assigned to them by the Board of Directors,
or by any duly authorized committee of directors or by the President, and shall
have such other powers and authorities as are conferred upon them elsewhere in
these By-Laws.

     Section 12.  Chief Financial Officer.  Except as may otherwise be
                  -----------------------
specifically provided by the Board of Directors or any duly authorized committee
thereof, the Chief Financial Officer shall have the custody of, and be
responsible for, all funds and securities of the Corporation; receive and
receipt for money paid to the Corporation from any source whatsoever; deposit
all such monies in the name of the Corporation in such banks, trust companies,
or other depositories as shall be selected in accordance with the provisions of
these By-Laws; against proper vouchers, cause such funds to be disbursed by
check or draft on the authorized depositories of the Corporation signed in such
manner as shall be determined in accordance with the provisions of these
By-Laws; regularly enter or cause to be entered in books to be kept by him or
under his direction, full and adequate accounts of all money received and paid
by him for account of the Corporation; in general, perform all duties incident
to the office of Chief Financial Officer and such additional duties as are
assigned by the General Corporation Law of the State of Delaware to the
treasurer of a corporation organized under the laws of the State of Delaware and
such other duties as from time to time may be assigned to him by the Board of
Directors, or by any duly authorized committee of directors, or by the Chief
Executive Officer, and have such other powers and authorities as are conferred
upon him elsewhere in these By-Laws.

     Section 13.  Secretary.  The Secretary shall act as Secretary of all
                  ---------
meetings of the stockholders and of the Board of Directors of the Corporation;
shall keep the minutes thereof in the proper books to be provided for that
purpose; shall see that all notices required to be given by the Corporation are
duly given and served; shall be the custodian of the seal of the Corporation and
may affix the seal or cause it to be affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall have charge of the books,
records and papers of the Corporation relating to its organization and
management as a corporation, and shall see that any reports or statements
relating thereto, required by law or otherwise, are properly kept and filed;
shall, in general, perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him by the Board
of Directors, or by any duly authorized committee of directors or by the Chief
Executive Officer, and shall have such other powers and authorities as are
conferred upon him elsewhere in these By-Laws.

     Section 14.  Assistant Financial Officers and Assistant Secretaries.  The
                  ------------------------------------------------------
Assistant Financial Officers and Assistant Secretaries shall perform such duties
as shall be assigned to them by the Chief Financial Officer and by the
Secretary, respectively, or by the Board of Directors, or by any duly authorized
committee of directors, or by the Chief Executive Officer, and shall have such
other powers and authorities as are conferred upon them elsewhere in these
By-Laws.

                           ARTICLE V. SHARES OF STOCK

     Section 1.  Regulation.  Subject to the terms of any contract of the
                 ----------
Corporation, the Board of Directors may make such rules and regulations as it
may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the stock of the Corporation, including the issue of
new certificates for lost, stolen or destroyed certificates and including the
appointment of transfer agents and registrars.

     Section 2.  Stock Certificates.  Certificates for shares of the stock of
                 ------------------
the Corporation shall be respectively numbered serially for each class of
shares, or series thereof and, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the Chairman of
the Board, the Vice Chairman, the


                                      -114-
<PAGE>
President or any Vice President and by the Secretary or any Assistant Secretary,
or any two officers of the Corporation designated by the Board of Directors,
provided that such signatures may be facsimiles on any certificate countersigned
by a transfer agent other than the Corporation or its employee or by a registrar
other than the Corporation or its employee. Each certificate shall exhibit the
name of the Corporation, the class (or series of any class) and number of shares
represented thereby and the name of the holder. Each certificate shall be
otherwise in such form as may be prescribed by the Board of Directors.

              ARTICLE VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a director or an
officer of the Corporation or is or was serving at the request of the
Corporation as a director of another corporation or of a partnership, joint
venture, trust or other enterprise, or as a plan fiduciary with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, officer, or
plan fiduciary or in any other capacity while serving as a Director, officer or
plan fiduciary, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter by amended, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section 3 of this Article VI with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     Section 2.  The right to indemnification conferred in Section 1 of this
Article VI shall include the right to be paid by the Corporation the expenses
(including attorney's fees) incurred in defending any such proceeding in advance
of its final disposition (hereinafter an "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 2 or otherwise.  The rights to indemnification and
to the advancement of expenses conferred in Section 1 and 2 of this Article VI
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

     Section 3. If a claim under Sections 1 or 2 of this Article VI is not paid
in full by the Corporation within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expense of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a


                                      -115-
<PAGE>
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article VI or
otherwise shall be on the Corporation.

     Section 4.  The rights to indemnification and to the advancement of
expenses conferred in this Article VI shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, By-Laws, agreement, vote of
stockholders or disinterested Directors or otherwise.

     Section 5.  The Corporation may maintain insurance, at its expense, to
protect itself and any Director, officer, employee or agent of the Corporation
or of another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

     Section 6.  The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation, or any
person serving at the request of the Corporation as an officer, employee or
agent of another entity, to the fullest extent of the provisions of this Section
with respect to the indemnification and advancement of expenses of Directors and
officers of the Corporation.

                           ARTICLE VII. MISCELLANEOUS

     Section 1.  Seal.  The corporate seal of the Corporation shall contain the
                 ----
name of the Corporation, the year of its creation, and the words "Corporate
Seal, Delaware," and shall be in such form as may be approved by the Board of
Directors.

     Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be as
                 -----------
set by the Board of Directors.

     Section 3.  Loans.  Any officer or officers or agent or agents of the
                 -----
Corporation thereunto authorized by the Board of Directors or by any duly
authorized committee of directors may effect loans or advances at any time for
the Corporation, in the ordinary course of the Corporation's business, from any
bank, trust company or other institution or from any firm, corporation or
individual, and for such loans and advances may make, execute and deliver
promissory notes, bonds or other certificates or evidences of indebtedness of
the Corporation, and when authorized to do so may pledge and hypothecate or
transfer any securities or other property of the Corporation as security for any
such loans or advances.  Such authority conferred by the Board of Directors or
any duly authorized committee of directors may be general or confined to
specific instances.

     Section 4.  Checks, Drafts, Withdrawal of Securities, Safe Deposit Boxes,
                 -------------------------------------------------------------
etc.  All checks, drafts and other orders for payment of money out of the funds
---
of the Corporation shall be signed on behalf of the Corporation in such manner
as shall from time to time be determined by resolution of the Board of Directors
or of any duly authorized committee of directors.  The Corporation shall furnish
to each depository, bank, custodian and entity providing safe deposit boxes, a
certified copy of its resolution regarding the authorization of disbursements
and the entry to safe deposit boxes or withdrawal of securities from
safekeeping.

     Section 5.  Deposits.  The funds of the Corporation, not otherwise
                 --------
employed, shall be deposited from time to time to the order of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
or any duly authorized committee of directors may from time to time select, or
as may be selected by an officer or officers, or agent or agents, of the
Corporation to whom such power may from time to time be delegated by the Board
of Directors or any duly authorized committee of directors.


                                      -116-
<PAGE>
     Section 6.  Contracts, etc., How Executed.  The Chief Executive Officer,
                 -----------------------------
and those officers who are designated by resolution of the Board, shall be
authorized to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be delegated,
in specific instances to such other officers, employees or agents as such
authorized officers may designate.

     Section 7.  Voting of Stock or Other Securities Held.  Unless otherwise
                 ----------------------------------------
provided by resolution of the Board of Directors, the Chief Executive Officer
may from time to time appoint an attorney or attorneys or agent or agents of
this Corporation, in the name and on behalf of this Corporation to cast the
votes which this Corporation may be entitled to cast as a stockholder or
otherwise in any other corporation, any of whose stock or securities may be held
by this Corporation, at meetings of the holders of the stock or other securities
of such other corporations, or to consent in writing to any action by any such
other corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of this Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments that he
or they may deem necessary or proper in the premises; or the Chief Executive
Officer may attend any meeting of the holders of stock or other securities of
any such other corporation and thereat vote or exercise any or all other powers
of this Corporation as the holder of such stock or other securities of such
other corporation.


                                      -117-
<PAGE>
     Section 8.  Waivers of Notice.  Whenever any notice is required to be given
                 -----------------
under the provisions of the statutes or of the Certificate of Incorporation, or
of these By-Laws, a waiver thereof in writing signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                            ARTICLE VIII. AMENDMENTS

     Section 1.  By the Directors.  The Board of Directors by a majority vote
                 ----------------
thereof shall have the power to make, alter, amend or repeal the By-Laws of the
Corporation at any regular or special meeting of the Board of Directors.  This
power shall not be exercised by any committee of the Board of Directors.

     Section 2.  By the Stockholders.  Except as otherwise provided in these
                 -------------------
By-Laws, all By-Laws shall be subject to amendment, alteration or repeal by the
vote of a majority of the total number of issued and outstanding shares of
Common Stock of the Corporation entitled to vote at any annual or special
meeting.  The stockholders, at any annual or special meeting, may provide that
certain By-Laws by them adopted, approved or designated may not be amended,
altered or repealed except by a certain specified percentage in interest of the
stockholders or by a certain specified percentage in interest of a particular
class of stockholders.


                                      A-118
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
                                  Exhibit 10.2
First Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan
                             Effective July 2, 2001.


                                      A-119
<PAGE>
                             FIRST AMENDMENT TO THE
            NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

THIS AMENDMENT, made this 2nd day of July, 2001, by NBT BANCORP INC. (
hereinafter called the "Employer").


WHEREAS, the Employer did establish the NBT BANCORP INC. 401(K) AND EMPLOYEE
STOCK OWNERSHIP PLAN (the "Plan") for the sole and exclusive benefit of its
eligible participants and their respective beneficiaries under the terms and
provisions of the Internal Revenue Code of 1986, as amended, and

WHEREAS, the Employer reserved the right to amend said Plan;

NOW, THEREFORE, effective as of January 1, 2001, the Plan shall be amended as
follows:

1.   Section 8.3 of ARTICLE VIII PAYMENT OR DISTRIBUTION OF BENEFITS, is hereby
     amended by adding after the last paragraph of this Section the following
     provision:

     "With respect to distributions under the Plan made for calendar years
     beginning on or after January 1, 2001, the Plan will apply the minimum
     distribution requirements of section 401(a)(9) of the Internal Revenue Code
     in accordance with the regulations under section 401(a)(9) that were
     proposed on January 17, 2001, notwithstanding any provision of the Plan to
     the contrary. This amendment shall continue in effect until the end of the
     last calendar year beginning before the effective date of final regulations
     under section 401(a)(9) or such other date as may be specified in guidance
     published by the Internal Revenue Service."

2.   Subpart (a), of Section 1.14 of ARTICLE I, DEFINITIONS, is hereby amended
     by adding after the last sentence thereof the following provision:

     "Effective on and after January 1, 2001, Compensation shall include
     elective amounts that are not includible in the gross income of the
     Participant by reason of Code section 132(f)(4)."

3.   Section 1.32, of ARTICLE I, DEFINITIONS, is hereby amended by adding after
     the last sentence thereof the following provision:

     "Effective on and after January 1, 2001, Compensation shall include
     elective amounts that are not includible in the gross income of the
     Participant by reason of Code section 132(f)(4)."


4.   Section 1.33 of ARTICLE I, DEFINITIONS, is hereby amended by adding after
     the last sentence thereof following provision:

     "Effective January 1, 2001, "414(s) Compensation" shall not include
     elective amounts that are not includible in the gross income of the
     Participant under section 125, 132(f)(4), 402(e)(3), 402(h), or 403(b)."

5.   In all other respects, the Plan shall remain unchanged by this Amendment.


IN WITNESS WHEREOF, the Employer has caused this instrument to be executed the
day and year first above written.

                                     /s/ Jane E. Neal
                                     Executive Vice President


                                      A-120
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
                                  Exhibit 10.3
   Second Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership
                                      Plan
                             Effective July 2, 2001.


                                      A-121
<PAGE>
                             SECOND AMENDMENT TO THE
NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

       THIS AMENDMENT, made this 2nd day of July, 2001, by NBT BANCORP INC.
                        (hereinafter called "Employer").

WHEREAS, the Employer did establish the NBT BANCORP INC. 401(K) AND EMPLOYEE
STOCK OWNERSHIP PLAN (the "Plan") for the sole and exclusive benefit of its
eligible participants and their respective beneficiaries under the terms and
provisions of the Internal Revenue Code of 1986, as amended, and

WHEREAS, the Employer reserved the right to amend said Plan;

NOW THEREFORE, effective as of January 1, 2001, the Plan shall be amended as
follows:


1.   Section 4.1 of ARTICLE IV, CONTRIBUTION AND ALLOCATION is hereby amended by
     adding  after  the last sentence thereof the following provision as Subpart
     (e):

     "(e) A special one-time contribution of $13,142.24, which shall be deemed a
          Participating  Employer  Non-Elective  Contribution. Only Participants
          who  are  employed  on  January  24,  2001 and who were penalized by a
          liquidation fee in the SF Guaranteed contract issued by Mass Mutual as
          a result of the merger of LA Bank, N.A. with NBT Bancorp Inc. shall be
          eligible  to  share  in  the  special  one-time  contribution."

2.   Subpart  (b)  of  Section 4.4 of ARTICLE IV, CONTRIBUTION AND ALLOCATION is
     hereby  amended  by  adding  after  the last sentence thereof the following
     provision  as  Subpart  (4):

     "(4) With  respect  to  the  special one-time contribution made pursuant to
          Section  4.1(e),  to  each Participant's Account in an amount equal to
          4.137%  of  the amount of the Participant's Account invested in the SF
          Guaranteed  contract  issued  by  Mass  Mutual as of January 24, 2001.
          Notwithstanding  the  foregoing,  no  amount shall be contributed to a
          Participant's  Account  if  the  contribution  would  cause  the
          Participant's  Account to exceed the limitations of Code Section 415."

3.   In  all  other respects, the Plan shall remain unchanged by this Amendment.



IN WITNESS WHEREOF, the Employer has caused this instrument to be executed the
day and year first above written.

                                             /s/ Jane E. Neal
                                             Executive Vice President


                                      A-122
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>7
<FILENAME>doc6.txt
<TEXT>
                                  Exhibit 10.4
Third Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan
                              effective January 1, 2002.


                                      A-123
<PAGE>
                                 THIRD AMENDMENT
                                       TO
            NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

     WHEREAS,  NBT  BANCORP INC. (the "Employer") sponsors and maintains the NBT
BANCORP  INC.  401(K)  AND  EMPLOYEE  STOCK  OWNERSHIP PLAN (the "Plan") for the
benefit  of  certain  of  its  employees;  and

     WHEREAS,  Section  11.1  of  the  Plan authorizes the Employer to amend the
Plan;  and

     WHEREAS,  the  Employer  desires  to  amend  the  Plan  to  provide express
procedures  for  the adoption of the Plan by affiliated employers and to provide
for  the  adoption  of  the  Plan  by  certain  of  those  affiliated employers;

     NOW  THEREFORE,  the Plan is amended, effective January 1, 2002 in the form
attached  hererto.


                                   NBT  BANCORP  INC.

                                   By:    /s/ Jane  E.  Neal

                                   Title: Executive  Vice  President
                                   Date:  12/13/2001


                                      A-124
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>doc7.txt
<TEXT>
                                  Exhibit 10.5
   Fourth Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership
                                      Plan
                           effective January 1, 2002.


                                      A-125
<PAGE>
                                FOURTH AMENDMENT
                                       TO
            NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

     WHEREAS,  NBT  BANCORP INC. (the "Employer") sponsors and maintains the NBT
BANCORP  INC.  401(K)  AND  EMPLOYEE  STOCK  OWNERSHIP PLAN (the "Plan") for the
benefit  of  certain  of  its  employees;  and

     WHEREAS,  Section  11.1  of  the  Plan authorizes the Employer to amend the
Plan;  and

     WHEREAS,  the  Employer  desires  to  amend  the  Plan  to  reflect certain
provisions  of  the  Economic  Growth  and Tax Relief Reconciliation Act of 2001
("EGTRRA").  This  amendment  is  intended  as  good  faith  compliance with the
requirements  of  EGTRRA  and  is  to be construed in accordance with EGTRRA and
guidance  issued thereunder.  Except as otherwise provided, this amendment shall
be effective as of the first day of the first plan yeas beginning after December
31,  2001.

     NOW  THEREFORE,  the Plan is amended, effective January 1, 2002 as follows:

1.  Section  1.14  shall  be  amended  to  increase  the  Compensation  Limit.

     The annual compensation of each participant taken into account in
     determining allocations for any plan year beginning after December 31,
     2001, shall not exceed $200,000, as adjusted for cost-of-living increases
     in accordance with Code Section 401(a)(17)(B). Annual compensation means
     compensation during the plan year or such other consecutive 12-month period
     over which compensation is otherwise determined under the plan (the
     determination period). The cost-of-living adjustment in effect for a
     calendar year applies to annual compensation for the determination period
     that begins with or within such calendar year.

2.  Section  4.9  shall  be  amended to change the limitations on contributions.

Except to the extent permitted under Section 7 of this amendment and Code
                              Section 414(v), if applicable, the annual addition
                              that may be contributed or allocated to a
                              participant's account under the plan for any
                              limitation year shall not exceed the lesser of:

          (a) $40,000, as adjusted for increases in the cost-of-living under
          Code Section 415(d), or

          (b) 100 percent of the participant's compensation, within the meaning
          of Code Section 415(c)(3), for the limitation year. The compensation
          limit referred to in (b) shall not apply to any contribution for
          medical benefits after separation from service (within the meaning of
          Code Sections 401(h) or 419A(f)(2)), which is otherwise treated as an
          annual addition.

3.   Sections 4.2(e) and 9.2(b) shall be amended to change the suspension period
     for elective deferrals following a hardship distribution from twelve months
     to six months.

4.   Section 10.12 shall be amended to change the definition of an eligible
     rollover distribution.

          For purposes of the direct rollover provisions under Section 10.12 of
          the Plan, any amount distributed on account of hardship after December
          31, 2001 shall not be an "Eligible Distribution" and therefore, the
          distributee may not elect to have any portion of such a distribution
          paid directly to an "Eligible Plan".

5.   Section 8.1 shall be amended to change the involuntary cash-out rules.

          For purposes of the involuntary cash-out provisions under Section 8.1,
          in determining the value of a Participants or Former Participants
          Combined Account, after December 31, 2001, the value shall be


                                      A-126
<PAGE>
          determined without regard to that portion of the account balance that
          is attributable to rollover contributions (and earnings allocable
          thereto) within the meaning of Code Sections 402(c), 403(a)(4),
          403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). If the value of the
          Participant's or Former Participant's account balance as so determined
          is $5,000 or less, the plan shall immediately distribute the
          Participant's or Former Participant's nonforfeitable account balance.


6.   Section 4.2(a) shall be amended with regard to the maximum salary reduction
     contributions.

          No participant shall be permitted to have elective deferrals made
          under this plan, or any other qualified plan maintained by the
          Employer during any taxable year, in excess of the dollar limitation
          contained in Code Section 402(g) in effect for such taxable year,
          except to the extent permitted under Section 7 of this amendment and
          Code Section 414(v), if applicable.

7.   Section 4.2(j) shall be added to the Plan to deal with Catch-Up
     Contributions.

          All employees who are eligible to make elective deferrals under this
          Plan and who have attained age fifty before the close of the plan year
          effective January 1, 2002 shall be eligible to make catch-up
          contributions in accordance with and subject to the limitations of,
          Section 414(v) of the Code. Such catch-up contributions shall not be
          taken into account for purposes of the provisions of the Plan
          implementing the required limitations of Code Sections 402(g),
          401(k)(3), 410(b), 415 and 416, as applicable, by reason of the making
          of such catch-up contributions.

8.   Section 4.4(o) shall be added to the Plan to deal with ESOP Dividend
     Reinvestment.

          Each Participant shall, upon first becoming eligible to participate in
          the Plan pursuant to Sec.3.1, and on an annual basis thereafter, with
          respect to the cash dividends on Company Stock held in his Company
          Stock Account that are credited to his Other Investments Account in
          accordance with Sec.4.4(c), have the option to:

          (1)  receive payments from the Plan of such cash dividends as soon as
               administratively practicable following the crediting thereof, but
               in no event later than 90 days following the close of the Plan
               Year in which such cash dividends were credited to the
               Participant's Other Investments Account; or

          (2)  have such cash dividends re-invested in his Company Stock Account
               in the Plan as soon as administratively practicable following the
               crediting thereof, but in no event later than the date such cash
               dividends would have otherwise been paid as provided for in
               paragraph (1) above, (the "default election").

          Cash dividends re-invested in a Participant's Company Stock Account in
          accordance with Sec.4.4(o)(2) above and Code Sec.404(k)(2)(A)(iii)(II)
          shall not be treated as: (1) annual additions for purposes of Code
          Sec.415; or (2) Elective Contributions for purposes of Code
          Sec.401(k); or (3) Employee contributions for purposes of Code
          Sec.401(m) and Article IV of the Plan.

          The Plan Administrator shall institute and adopt such administrative
          procedures pursuant to and in accordance with Sec.2.4, which shall be
          applied in a uniform and nondiscriminatory manner, as necessary to
          provide for Participant elections and the payment and re-investment of
          cash dividends on Company Stock. Such procedures shall provide that:

               (i)  a Participant may only make one irrevocable election with
                    respect to the cash dividends to be credited to his Other
                    Investments Account in a given Plan Year, made prospectively
                    at the beginning of such Plan Year or upon first becoming
                    eligible to participate in the Plan; and


                                      A-127
<PAGE>
               (ii) a Participant's election shall remain in effect for all
                    subsequent Plan Years until the Participant makes a new
                    election or his entire Vested account balance is distributed
                    to him; and

               (iii) if a Participant fails to make an election upon first
                    becoming eligible to participate in the Plan, or, if later,
                    the effective date of this provision, then he shall be
                    deemed to have elected to re-invest cash dividends as
                    provided for in paragraph (2) above, and such default
                    election shall remain in effect in accordance with paragraph
                    (ii) above.

          Notwithstanding the above, for the Plan Year beginning January 1, 2001
          and ending December 31, 2001, a Participant's election to receive or
          re-invest cash dividends for such Plan Year as described herein shall
          be made after December 31, 2001 and before March 31, 2002.
          Furthermore, if a Participant elects to receive payment of such cash
          dividends credited to his Other Investments Account for the 2001 Plan
          Year in accordance with paragraph (1) above, a single sum payment of
          all such dividends credited for the year shall be paid to the
          Participant after December 31, 2001 and before March 31, 2002.

9.   Section 8.16 shall be deleted in its entirety and Sections 8.17 through
     8.19 shall be renumbered accordingly.

                                        NBT BANCORP INC.

                                        By: /s/ Jane Neal
                                        Title: Executive Vice Pres.
                                        Date: 12/13/2001


                                      A-128
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>9
<FILENAME>doc8.txt
<TEXT>
                                  Exhibit 10.6
Fifth Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan
                           effective January 1, 2002.


                                      A-129
<PAGE>
                                 FIFTH AMENDMENT
                                       TO
            NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

     WHEREAS,  NBT  BANCORP INC. (the "Employer") sponsors and maintains the NBT
BANCORP  INC.  401(K)  AND  EMPLOYEE  STOCK  OWNERSHIP PLAN (the "Plan") for the
benefit  of  certain  of  its  employees;  and

     WHEREAS,  Section  11.1  of  the  Plan authorizes the Employer to amend the
Plan;  and

     WHEREAS,  the  Employer  desires  to  amend  the  Plan  to  reflect certain
provisions  of  the  Economic  Growth  and Tax Relief Reconciliation Act of 2001
("EGTRRA").  This  amendment  is  intended  as  good  faith  compliance with the
requirements  of  EGTRRA  and  is  to be construed in accordance with EGTRRA and
guidance  issued thereunder.  Except as otherwise provided, this amendment shall
be  effective  as  of  the  first  day  of  the first plan years beginning after
December  31,  2001.

     NOW  THEREFORE,  the Plan is amended, effective January 1, 2002 as follows:

1.   Section 7.4(b) shall be amended by adding the following language at the end
     thereof:

          Notwithstanding the vesting schedules listed above, a Particpant shall
          be fully vested at all times in his Elective Contribution Account.

          Effective January 1, 2002, any dividends received in accordance with
          Section 4.4(o) shall be fully vested at all times. In addition, a
          Participant who had an account balance in the Plan as of December 31,
          2001 shall be fully vested in any dividends paid during the 2001 Plan
          Year.

2.   Section 9.1(b) shall be amended by adding the following additional section
     (4) at the end thereof:

          The Participant has elected to receive all dividends in cash to the
          extent such election is currently available to him in accordance with
          Section 4.4(o).

3.   In all other respects, the Plan shall remain unchanged by this Amendment.



IN WITNESS WHEREOF, the Employer has caused this instrument to be executed the
day and year first above written.

                                        NBT BANCORP INC.

                                        /S/ MICHAEL J. CHEWENS
                                        SIGNATURE

                                        SECRETARY
                                        TITLE

                                        12/17/01
                                        DATE


                                      A-130
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>doc9.txt
<TEXT>
                                  Exhibit 10.8
 Amendment Number One to NBT Bancorp Inc. Defined Benefit Pension Plan effective
                               December 31, 2001.


                                      A-131
<PAGE>
                                 AMENDMENT #1 TO

                  NBT BANCORP INC. DEFINED BENEFIT PENSION PLAN


  PURSUANT TO ARTICLE 14.1 OF THE NBT BANCORP INC. DEFINED BENEFIT PENSION PLAN,
    WHICH PROVIDES FOR THE AMENDMENT THEREOF WHEN NECESSARY, THE PLAN IS HEREBY
                AMENDED EFFECTIVE DECEMBER 31, 2001, AS FOLLOWS:


ADD THE FOLLOWING PARAGRAPH TO THE END OF THE PREAMBLE:

Effective December 31, 2001, the Central National Bank, Canajoharie Pension Plan
("CNB Plan") merged into the Plan, and for all purposes the NBT Bancorp Inc.
Defined Benefit Pension Plan shall be the surviving and continuing Plan. All
benefits, rights and features accrued to Participants in the CNB Plan as of
December 31, 2001, as determined under the terms of the CNB Plan in effect as of
such date and incorporated herein by reference, shall transfer to the Plan on
December 31, 2001, together with all the assets and liabilities of the CNB Plan
on said date.
Furthermore, in accordance with Article 14.4 and applicable IRS Regulations, if
the Plan is terminated, the benefits that would have been paid to Participants
in the CNB Plan if such CNB Plan terminated immediately prior to this merger,
and the benefits that would have been paid to Participants in the Plan if the
Plan terminated immediately prior to this merger, shall not be reduced as a
result of such termination.


REPLACE THE EXISTING LANGUAGE IN SECTION 1.35 WITH THE FOLLOWING NEW LANGUAGE:

1.35 "Plan" means the NBT Bancorp Inc. Defined Benefit Pension Plan as amended
     and restated effective January 1, 2000, as set forth herein and as
     hereafter may be amended from time to time. The Plan is a continuation,
     through amendment and restatement, of the Appendix A Plan. Plan also means
     the Central National Bank, Canajoharie Pension Plan with respect to
     Participants and benefits accrued under such Plan as of December 31, 2001,
     at which time such Plan was merged into this Plan.


The Employer consents to the foregoing amendment; and except as herein amended,
the Plan is hereby ratified and confirmed.


                              NBT Bancorp Inc.

                              By: /s/ Jane Neal
                              Employer


                                                  Date: 12/13/2001


                                      A-132
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>11
<FILENAME>doc10.txt
<TEXT>
                                  Exhibit 10.11
                  NBT Bancorp Inc. Employee Stock Purchase Plan


                                      A-133
<PAGE>
                                NBT BANCORP INC.
                          EMPLOYEE STOCK PURCHASE PLAN


                                ARTICLE I-PURPOSE

     The  NBT Bancorp Inc. Employee Stock Purchase Plan (the "Plan") is intended
to  provide  to  employees  of  NBT  Bancorp  Inc.  (the  "Corporation") and its
subsidiaries  the  opportunity to acquire ownership interests in the Corporation
through  a  regular investment program.  The Corporation believes that ownership
of  its  Common  Stock will motivate employees to improve their job performance,
and  enhance  the financial results of the Corporation.  The Plan is intended to
qualify  as  an "employee stock purchase plan" under section 423 of the Internal
Revenue  Code  of 1986, as amended (the "Code"), and shall be construed so as to
extend  and  limit  participation  in  a manner consistent with the requirements
thereof.

                             ARTICLE II-DEFINITIONS

2.01.  BASE  PAY
     "Base  Pay" shall mean an Employee's basic hourly wage or salary, excluding
any  bonuses,  overtime,  or  other extra or incentive pay.  With respect to any
Employee  compensated  on  a  commission  basis, the Committee shall make a good
faith  estimate  of  the  Employee's  expected "Base Pay" by taking into account
prior-year  compensation,  excluding  any  bonuses,  overtime, or other extra or
incentive  pay,  and  any  changes  in  circumstances  for  the  current  year.

2.02.  BOARD
     "Board"  shall  mean  the  Board  of  Directors  of  the  Corporation.

2.03.  CODE
     "Code"  shall  mean the Internal Revenue Code of 1986, as amended from time
to  time.

2.04.  COMMENCEMENT  DATE
     "Commencement Date" shall mean March 31, 2000 and each January 1 thereafter
during  which  the  Plan  is  in  effect.

2.05.  COMMITTEE
     "Committee"  shall  mean  the  individuals  described  in  Article  IX.

2.06.  COMMON  STOCK
     "Common  Stock"  shall  mean the Common Stock, par value $.01 per share, of
the  Corporation.

2.07.  CORPORATION
     "Corporation"  shall  mean  NBT  Bancorp  Inc.,  a  Delaware  corporation.

2.08.  EMPLOYEE
     "Employee"  shall  mean  any  person  employed  by  the  Corporation  or  a
Subsidiary  Corporation  (as  defined  in  Sec.  2.10).

2.09.  OFFERING
     "Offering"  shall  mean an annual offering of Common Stock pursuant to Sec.
4.01.

2.10.  SUBSIDIARY  CORPORATION


                                      A-134
<PAGE>
"Subsidiary  Corporation"  shall  mean  any  present or future corporation which
would  be  a "subsidiary corporation" of the Corporation as that term is defined
in  section  424  of  the  Code.

2.11.  TERMINATION  DATE
     "Termination  Date"  shall  mean  the December 31 immediately following the
Commencement  Date  of  an  Offering.

                    ARTICLE III-ELIGIBILITY AND PARTICIPATION

3.01.  INITIAL  ELIGIBILITY
     Except as otherwise provided in Sec.Sec. 3.02 and 9.01, each Employee shall
be eligible to participate in Offerings that commence on or after the date he or
she  becomes  an  Employee.

3.02.  RESTRICTIONS  ON  PARTICIPATION
     No  Employee  shall  participate  in  an  Offering:
     (a)  if,  immediately  after the Commencement Date, such Employee would own
stock,  and/or hold outstanding options to purchase stock, possessing 5% or more
of  the  total  combined  voting  power  or value of all classes of stock of the
Corporation  (for purposes of this paragraph, the rules of section 424(d) of the
Code  shall  apply  in  determining  stock  ownership  of  any  Employee);  or
     (b)  to  the  extent  that  his  or  her rights to purchase stock under all
employee  stock purchase plans of the Corporation accrue at a rate which exceeds
$25,000  in  fair market value of the stock (determined at the time such options
are  granted)  for  each  calendar  year  in which such options are outstanding.

3.03.  COMMENCEMENT  OF  PARTICIPATION
     An Employee may participate in Offerings by completing an authorization for
regular payroll deductions on the form provided by the Corporation and filing it
with  the Corporation on or before the date set therefor by the Committee, which
date  shall  be  prior  to  the  Commencement  Date  for  an  Offering.  Payroll
deductions  for  an Employee shall commence on the applicable Commencement Date.
Once  enrolled,  an Employee shall continue to participate in this Plan for each
succeeding  Offering  until  the Employee terminates his or her participation as
provided in Article VII or ceases to be an Employee.  An Employee who desires to
change  his  or her rate of contribution may do so effective as of the beginning
of the next Commencement Date for an Offering by completing an authorization and
filing  it  with  the  Corporation  prior  to  that  Commencement  Date.

                         ARTICLE IV-GRANTING OF OPTIONS

4.01.  ANNUAL  OFFERINGS
     The Plan shall be implemented by annual offerings of Common Stock beginning
on  March  31,  2000 and on the 1st day of January in each subsequent year, each
Offering  terminating  on the December 31 immediately following the Commencement
Date  (the  Termination  Date).

4.02.  NUMBER  OF  OPTION  SHARES
     On  the  Commencement Date of each Offering, a participating Employee shall
be  deemed  to  have  been  granted  an option to purchase a number of shares of
Common  Stock equal to (i) the aggregate amount of payroll deductions during the
Offering  elected  by  the Employee, divided by (ii) the option price determined
under  Sec.  4.03(i).

4.03.  OPTION  PRICE
     The  option  price  of  Common  Stock purchased in an Offering shall be the
lower  of:
     (i)  85% of the fair market value of Common Stock on the Commencement Date,
          or
     (ii) 85% of the fair market value of Common Stock on the Termination Date.


                                      A-135
<PAGE>
     Fair market value as of any date shall mean:
     (a)  if  the  Common  Stock  is listed on a national securities exchange or
traded  in  the  over-the-counter market and sales prices are regularly reported
for  the  Common  Stock, the average of the closing or last prices of the Common
Stock  on  the  Composite  Tape  or other comparable reporting system for the 10
consecutive  trading  days  immediately  preceding  such  date;
     (b) if the Common Stock is traded on the over-the-counter market, but sales
prices  are not regularly reported for the Common Stock for the 10 days referred
to  in (a) above, and if bid and asked prices for the Common Stock are regularly
reported,  the  average  of the mean between the bid and the asked price for the
Common  Stock at the close of trading in the over-the-counter market for such 10
days;  and
     (c)  if  the  Common  Stock  is  neither  listed  on  a national securities
exchange nor traded on the over-the counter market, such value as the Committee,
in  good  faith,  shall  determine.

4.04.  MAXIMUM  SHARES
     The  maximum number of shares which shall be issued under the Plan, subject
to  adjustment  upon changes in capitalization of the Corporation as provided in
Sec.  11.02,  shall  be 500,000 shares.  If the total number of shares for which
options  are  exercised  on  any  Offering  Termination  Date, together with the
aggregate  number  of  shares as to which options were exercised on all previous
Offering  Termination Dates, exceeds the foregoing maximum number of shares, the
Corporation  shall  make  a  pro  rata  allocation  of  the shares available for
purchase  in  as nearly a uniform manner as shall be practicable and as it shall
determine  to  be  equitable,  and  the  balance credited to the account of each
Employee  under Sec. 5.02 not used to purchase Common Stock shall be returned to
him  or  her  as promptly as possible.  Common Stock issued pursuant to the Plan
may  be  either authorized but unissued shares or shares held in the treasury of
the  Corporation.

4.05.  EMPLOYEE'S  INTEREST  IN  OPTION  STOCK
     The  Employee  shall have no interest in Common Stock covered by his or her
option until such option has been exercised in accordance with the provisions of
Article  VI.

                          ARTICLE V-PAYROLL DEDUCTIONS

5.01.  AMOUNT  OF  DEDUCTION
     An Employee's authorization for payroll deduction shall elect deductions of
at  least  1%  of  Base Pay, but not more than 10% of Base Pay, in effect on the
Commencement  Date  of  each  Offering.  No  change  in  the  amount  of payroll
deductions  shall  be  made  during  a  year  if the Employee's rate of Base Pay
changes  during  the  year.

5.02.  EMPLOYEE'S  ACCOUNT
     All payroll deductions made for an Employee shall be credited to his or her
account under the Plan.  An Employee may not make any separate cash payment into
such  account except when on leave of absence, and then only as provided in Sec.
5.04.

5.03.  CHANGES  IN  PAYROLL  DEDUCTIONS
     An Employee may discontinue his or her payroll deductions under the Plan as
provided  in  Article  VII, but may make no other change during an Offering and,
specifically, may not alter the amount of his or her payroll deductions for that
Offering.

5.04.  LEAVE  OF  ABSENCE
     An  Employee  on a leave of absence without pay shall have the right to (i)
discontinue  contributions  to  the  Plan,  or  (ii)  make a cash payment to the
Corporation  at  the  end of each payroll period in the amount of the Employee's
authorized  Plan  deductions.



                         ARTICLE VI-EXERCISE OF OPTIONS


                                      A-136
<PAGE>
6.01.  AUTOMATIC  EXERCISE
     Unless  an  Employee gives written notice to the Corporation as hereinafter
provided,  his  or  her  option  with respect to any Offering shall be exercised
automatically  on  the  Termination  Date  applicable  to such Offering, for the
number  of  full  and  fractional  shares  of Common Stock subject to his or her
option,  as  determined  under  Sec. 4.02.  Any amount in his or her account not
used  to  purchase  Common  Stock  shall  be  returned  to the Employee within a
reasonable  time  after  the  Termination  Date  of  the  Offering.

6.02.  BOOK  ENTRY  ACCOUNTS;  DELIVERY  OF  STOCK
     The  Corporation  shall  maintain a book entry account, in the name of each
Employee  who  purchased  shares of Common Stock under Sec. 6.01, to record book
entries  of  the number of full and fractional shares (to 1/1,000 of a share) of
Common  Stock  purchased  by  an  Employee.  Statements  of  shares held in each
Employee's  book  entry  account  shall  be  delivered to each Employee within a
reasonable time after the Termination Date of each Offering.  Shares credited to
an  Employee's  book  entry  account  will  be held in uncertificated form for a
period  of  one  year  from the date of purchase, except as provided in Sec.Sec.
6.04  and  7.03.  Thereafter,  Employees may obtain stock certificates for those
shares  that have been held for one year in their respective book entry accounts
upon  submitting  a  written  request  to  the  Committee.

6.03.  REGISTRATION  OF  STOCK
     Common  Stock  to  be  delivered  to  an  Employee  under the Plan shall be
registered  in  the  name  of  the  Employee,  or, if the Employee so directs by
written  notice  to  the  Corporation  prior  to  the  Offering Termination Date
applicable  thereto,  in  the names of the Employee and one such other person as
may  be designated by the Employee, as joint tenants with rights of survivorship
or  as  tenants  by  the  entirety,  to  the extent permitted by applicable law.

6.04.  TRANSFERABILITY  OF  STOCK
     Common  Stock  issued pursuant to the Plan shall not be transferable, other
than  to  the  Employee's  estate  or by bequest or inheritance, incident to the
Employee's divorce, or due to the Employee's immediate and heavy financial need,
for  one  year  after  the  date  of  purchase.

     Stock  certificates  representing  those  shares  that have been held in an
Employee's  book  entry account for less than one year from the date of purchase
will  be  issued  to an Employee due to an immediate and heavy financial need of
the  Employee  if  the  Employee  has incurred (or is about to incur) any of the
following  financial  obligations:

     (i)  Expenses  incurred  or  necessary  for  medical care described in Code
     section  213(d)  for  the  Employee,  his  or her spouse, children or other
     dependents;
     (ii)  Costs directly related to the purchase of the principal residence for
     the  Employee  (excluding  mortgage  payments);
     (iii)  Payment  of  tuition,  related  educational fees, and room and board
     expenses,  for  the next twelve (12) months of post-secondary education for
     the  Employee,  his  or  her  spouse,  children  or  other  dependents;  or
     (iv) Payments necessary to prevent the eviction of the Employee from his or
     her  principal  residence  or  foreclosure  on  the  mortgage of his or her
     principal  residence.

     A  financial  hardship  request for stock certificates must be submitted to
the  Committee  in  writing.  The Employee making the application shall have the
burden  of  presenting to the Committee evidence that he or she has an immediate
and  heavy  financial  need  and  that  the  issuance  of stock certificates and
subsequent  sale  of  those  shares of Common Stock is necessary to satisfy that
financial  need.  Action  upon  any  such  application  shall  be  taken  by the
Committee  in  its  absolute  discretion.

6.05.  WITHHOLDING


                                      A-137
<PAGE>
     The  Corporation  shall  have  the  right  to  withhold  from an Employee's
compensation  amounts  sufficient  to  satisfy  all federal, state and local tax
withholding  requirements,  and  shall have the right to require the Employee to
remit  to the Corporation such additional amounts as may be necessary to satisfy
such  requirements.
                             ARTICLE VII-WITHDRAWAL

7.01.  IN  GENERAL
     An  Employee  may  withdraw  the full amount credited to his or her account
under  the  Plan  at  any time by giving written notice to the Corporation.  The
balance  credited to the Employee's account shall be paid to him or her promptly
after  receipt  of  the notice of withdrawal, and no further deductions shall be
made  from  his  or  her  pay  during  such  Offering.

7.02.  EFFECT  ON  SUBSEQUENT  PARTICIPATION
     An  Employee's  withdrawal from any Offering shall not have any effect upon
his  or her eligibility to participate in any succeeding Offering by filing with
the  Corporation  a  new  authorization  for  payroll  deduction.

7.03.  TERMINATION  OF  EMPLOYMENT
     Upon  termination  of  an  Employee's  employment for any reason, including
retirement  (but  excluding  death  while in the employ of the Corporation), the
amount credited to his or her account shall be returned to him or her or, in the
case  of  death  subsequent  to the termination of his or her employment, to the
person  or  persons  entitled  thereto  under  Sec. 11.08.  Certificates for the
number  of full shares of Common Stock allocated to a terminated Employee's book
entry account shall be issued to him or her as promptly as practicable after his
or  her  termination  date,  with  any  fractional  shares  paid  in  cash.

7.04.  TERMINATION  OF  EMPLOYMENT  DUE  TO  DEATH
     Upon  termination  of an Employee's employment because of his or her death,
his or her beneficiary (as defined in Sec. 11.08) shall have the right to elect,
by  written  notice  given  to the Corporation prior to the Offering Termination
Date,  either:
     (i)  to  withdraw  the  amount credited to the Employee's account under the
Plan,  or
     (ii)  to  exercise his or her option on the Termination Date next following
the date of the Employee's death for the number of full and fractional shares of
Common  Stock  which  the  Employee's  payroll  deductions  prior  to death will
purchase  at the applicable option price, but not more than the number of shares
subject  to the Employee's option determined under Sec. 4.02, with any amount in
such  account  not  used  to  purchase Common Stock returned to the beneficiary.
     In  the  event  that  no  such  timely  written notice of election shall be
received  by  the  Corporation, the beneficiary shall automatically be deemed to
have  elected,  pursuant  to  paragraph (ii), to exercise the Employee's option.

                              ARTICLE VIII-INTEREST

8.01.  PAYMENT  OF  INTEREST
     No  interest  shall  be  paid or allowed on any money paid into the Plan or
credited  to the account of any Employee; provided, however, that interest shall
be  paid  on any and all money which is distributed to an Employee or his or her
beneficiary  pursuant  to  the provisions of Sec.Sec. 7.01, 7.03 and 7.04.  Such
distributions  shall  bear  simple  interest  during the period from the date of
withholding  to  the date of return at the regular passbook savings account rate
per  annum  in  effect  at  NBT Bank, N.A., Norwich, New York.  Where the amount
returned represents an excess amount in an Employee's account after such account
has been applied to the purchase of Common Stock under Sec. 6.01, the Employee's
withholding  account  shall be deemed to have been applied first toward purchase
of  Common  Stock  under  the  Plan,  so that interest shall be paid on the last
withholdings  during  the  period  which  results  in  the  excess  amount.


                                      A-138
<PAGE>
                            ARTICLE IX-ADMINISTRATION

9.01.  APPOINTMENT  OF  COMMITTEE
     The  Board  shall  appoint  the  Compensation  and  Benefits  Committee  to
administer  the  Plan,  which  shall consist of no fewer than two members of the
Board.  No  members  of the Committee shall be eligible to purchase Common Stock
under  the  Plan.  If  at any time no Committee is in existence, the Board shall
have  the  authority and responsibility to carry out the duties of the Committee
under  the  Plan.

9.02.  AUTHORITY  OF  COMMITTEE
     Subject  to  the  express  provisions of the Plan, the Committee shall have
plenary  authority  in  its  discretion  to  interpret  and construe any and all
provisions  of  the  Plan,  to adopt rules and regulations for administering the
Plan,  to  make  all  other  determinations  deemed  necessary  or advisable for
administering  the Plan.  The Committee's determination on the foregoing matters
shall  be  conclusive.

9.03.  RULES  GOVERNING  THE  COMMITTEE
     The  Board  may  from  time  to  time  appoint  members of the Committee in
substitution  for  or  in  addition to members previously appointed and may fill
vacancies,  however  caused,  in the Committee.  The Committee may select one of
its members as its Chairman and shall hold its meetings at such times and places
as it shall deem advisable, and may hold telephonic meetings.  A majority of its
members shall constitute a quorum.  All determinations of the Committee shall be
made  by  a  majority  of  its members.  The Committee may correct any defect or
omission  or  reconcile  any inconsistency in the Plan, in the manner and to the
extent  it  shall  deem  desirable.  Any  decision  or  determination reduced to
writing  and  signed  by  a majority of the members of the Committee shall be as
fully  effective  as  if  it  had been made by a majority vote at a meeting duly
called  and  held.  The  Committee  may  appoint a secretary and shall make such
rules  and  regulations  for  the  conduct  of  its  business  as  it shall deem
advisable.

                     ARTICLE X-INDEMNIFICATION OF COMMITTEE

10.01.  INDEMNIFICATION  OF  COMMITTEE
     In  addition  to  such  other rights of indemnification as they may have as
directors  or as members of the Committee, the members of the Committee shall be
indemnified  by  the  Corporation  against  the  reasonable  expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of  any action, suit or proceeding, or in connection with any appeal therein, to
which  they  or  any  of  them  may  be a party by reason of any action taken or
failure  to  act  under  or  in  connection  with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such  settlement  is  approved  by  independent  legal  counsel  selected by the
Corporation)  or  paid by them in satisfaction of a judgment in any such action,
suit  or  proceeding,  except  in  relation  to  matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member is liable
for  negligence  or misconduct in the performance of his or her duties; provided
that  within  sixty  (60)  days  after  institution  of any such action, suit or
proceeding,  a  Committee  member  shall  in  writing  offer the Corporation the
opportunity,  at  its  own  expense,  to  handle  and  defend  the  same.

                            ARTICLE XI-MISCELLANEOUS

11.01.  TRANSFERABILITY
     Neither payroll deductions credited to an Employee's account nor any rights
with  regard to the exercise of an option or to receive Common Stock or a return
of  payroll  deductions under the Plan may be assigned, transferred, pledged, or
otherwise  disposed  of  in  any  way  other  than  by  the  laws of descent and
distribution,  nor shall be subject to execution, attachment or similar process.
Any such attempted voluntary or involuntary disposition shall be without effect,
except  that the Corporation may treat such act as an election to withdraw funds
in accordance with Sec. 7.01.  During an Employee's lifetime, options granted to
the  Employee  shall  be  exercisable  only  by  the  Employee.


                                      A-139
<PAGE>
11.02.  ADJUSTMENT  UPON  CHANGES  IN  CAPITALIZATION
     If,  while  any  options  under  the  Plan are outstanding, the outstanding
shares  of  Common  Stock  have  increased,  decreased,  changed  into,  or been
exchanged  for  a  different  number  or  kind  of  shares  or securities of the
Corporation,  or  of  another  corporation,  through  reorganization,
recapitalization,  reclassification,  merger,  consolidation,  spin-off,  stock
dividend (either in shares of the Corporation's Common Stock or of another class
of  the  Corporation's  stock), stock split, or similar transaction, appropriate
and  proportionate adjustments may be made by the Committee in the number and/or
kind  of  shares  which are subject to purchase under outstanding options and in
the  exercise price applicable to such outstanding options.  In addition, in any
such  event,  the  number  and/or  kind  of  shares  which may be offered in the
Offerings  shall  also  be  proportionately  adjusted.

11.03.  AMENDMENT  AND  TERMINATION


                                      A-140
<PAGE>
     The Board shall have complete power and authority to terminate or amend the
Plan;  provided,  however, that the Board shall not, without the approval of the
stockholders of the Corporation, (i) increase the maximum number of shares which
may  be issued under the Plan (except pursuant to Sec. 11.02); or (ii) amend the
requirements  as  to  the  class  of Employees eligible to purchase Common Stock
under  the Plan or permit the members of the Committee or non-employee directors
to  purchase  Common  Stock  under  the  Plan.  No termination, modification, or
amendment  of  the  Plan  may, without the consent of an Employee then having an
option  under  the Plan to purchase Common Stock, adversely affect the rights of
such  Employee  under the option as to payroll deductions previously credited to
the  Employee's  account.  The  Plan shall not be amended more than once every 6
months,  other than to comport with changes in the Code or the rules thereunder.

11.04.  USE  OF  FUNDS
     All  payroll deductions received or held by the Corporation under this Plan
may  be  used  by  the Corporation for any corporate purpose and the Corporation
shall  not  be  obligated  to  segregate  such  payroll  deductions.

11.05.  EFFECTIVE  DATE
     The  Plan  shall become effective as of March 31, 2000, subject to approval
by  the  holders  of a majority of the Common Stock present and represented at a
special  or  annual  meeting of the shareholders held within 12 months after the
Plan  is  adopted  by the Board.  If the Plan is not so approved, the Plan shall
not  become  effective,  and  all  account  balances  under  the  Plan  shall be
distributed  promptly  to  the  contributing  Employees.

11.06.  NO  EMPLOYMENT  RIGHTS
     The  Plan does not, directly or indirectly, create in any Employee or class
of  Employees  any  right  with  respect  to  continuation  of employment by the
Corporation,  and  it  shall  not  be  deemed  to  interfere in any way with the
Corporation's  right to terminate, or otherwise modify, an Employee's employment
at  any  time.

11.07.  GOVERNING  LAW
     The  laws  of  the  State  of Delaware, without regard to conflicts of laws
principles,  shall govern all matters relating to this Plan except to the extent
they  are  superseded  by  federal  law.

11.08.  DESIGNATION  OF  BENEFICIARY
     An  Employee  may  file  a  written  designation of a beneficiary who is to
receive any Common Stock and/or cash credited to the Employee under this Plan in
the  event  of such Employee's death prior to the delivery to him or her of such
Common Stock and/or cash.  Such designation of beneficiary may be changed by the
Employee  at  any  time  by  written notice to the Treasurer of the Corporation.
Upon  the  death  of an Employee and upon receipt of the Corporation of proof of
identity  and  existence  at  the  Employee's  death  of  a  beneficiary validly
designated  by  him  or  her  under the Plan, the Corporation shall deliver such
Common  Stock  and/or cash to such beneficiary.  In the event of the death of an
Employee  and  in the absence of a beneficiary validly designated under the Plan
who  is  living  at  the  time  of  such Employee's death, the Corporation shall
deliver  such  Common  Stock and/or cash to the executor or administrator of the
estate  of  the  Employee,  or  if  no  such  executor or administrator has been
appointed  (to  the  knowledge of the Corporation), the Corporation, in its sole
discretion,  may  deliver  such Common Stock and/or cash to the spouse or to any
one or more dependents or relatives of the Employee, or if no spouse, dependent,
or  relative  is  known  to  the  Corporation,  then to such other person as the
Corporation  may designate.  No designated beneficiary shall, prior to the death
of  the  Employee by whom he or she has been designated, acquire any interest in
the  Common  Stock  or  cash  credited  to  the  Employee  under  this  Plan.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>12
<FILENAME>doc11.txt
<TEXT>
                                  Exhibit 10.13
           NBT Bancorp Inc. 2002 Executive Incentive Compensation Plan


<PAGE>

                        NBT BANCORP INC. AND SUBSIDIARIES

                   2002 EXECUTIVE INCENTIVE COMPENSATION PLAN


<PAGE>
                        NBT BANCORP INC. AND SUBSIDIARIES

                   2002 EXECUTIVE INCENTIVE COMPENSATION PLAN
                   ------------------------------------------

                                Table of Contents



                                                                      Page
                                                                   ----------
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . .         1-2

Incentive Plan
--------------

Section I - Definitions . . . . . . . . . . . . . . . . . . . . . .           3

Section II - Participation. . . . . . . . . . . . . . . . . . . . .           4

Section III - Activating the Plan . . . . . . . . . . . . . . . . .           4

Section IV - Calculation of Awards. . . . . . . . . . . . . . . . .           4

Section V - President's Special Recommendations . . . . . . . . . .           4

Section VI - Distribution of Awards . . . . . . . . . . . . . . . .           5

Section VII - Plan Administration . . . . . . . . . . . . . . . . .           5

Section VIII - Amendment, Modification, Suspension or Termination .           5

Section IX - Effective Date . . . . . . . . . . . . . . . . . . . .           5

Section X - Employer Relations with Participants. . . . . . . . . .           6

Section XI - Governing Law. . . . . . . . . . . . . . . . . . . . .           6

Incentive Plan Participants and Distribution of Awards. . . . . . .  Appendix A


<PAGE>
     NBT  BANCORP  INC.  AND  SUBSIDIARIES


     Introduction
     ------------


It  is important to examine the benefits that accrue to the organization through
the  operation  of  the  Executive Incentive Compensation Plan (EICP).  The Plan
impacts  directly  on  the  success  of  the organization and its purpose can be
summarized  as  follows:


     *     Provides  Motivation:  The  opportunity for incentive awards provides
           ---------------------
           Executives  with  the  impetus  to  "stretch"  for  challenging,  yet
           attainable,  goals.


     *     Provides  Retention:  By  enhancing  the  organization's  competitive
           --------------------
           compensation  posture.


     *     Provides  Management  Team  Building:  By  making the incentive award
           -------------------------------------
           dependent  on  the  attainment  of  organization  goals,  a  "team
           orientation"  is  fostered  among  the  participant  group.


     *     Provides  Individual  Motivation:  By  encouraging the participant to
           ---------------------------------
           make  significant  personal  contribution  to  the  corporate effort.


     -     Provides  Competitive  Compensation  Strategy: The implementation of
           ----------------------------------------------
           incentive  arrangements  is  competitive with current practice in the
           banking  industry.


                                       -1-
<PAGE>
Highlights  of  the 2002 Executive Incentive Compensation Plan (EICP) are listed
below:



     1.    The  Plan  is  competitive  compared  with  similar  sized  banking
           organizations  and  the  banking  industry  in  general.


     2.    The  Compensation  Committee  of the Board of Directors controls all
           aspects  of  the  Plan.


     3.    All  active  Executives  are  eligible  for  participation.


     4.    The  financial  criteria  necessary  for  Plan  operation consist of
           achieving  certain levels of Earnings Per Share (EPS) for the Company
           and  its Subsidiaries as applicable. Certain non-recurring events may
           be  excluded  from  the financials at the discretion of the President
           and  CEO  and  the  Compensation  Committee.


     5.    Incentive distributions will be made during the first quarter of the
           year  following  the  Plan  Year  and  will be based on the matrix in
           Appendix  A.


     6.    Incentive  awards  will be based on attainment of corporate goals.
           Total  incentive  awards  may  contain  Corporate,  Subsidiary  and
           Individual  components.  The  Corporate and Subsidiary components are
           awarded by virtue of performance related to pre-established goals and
           the  individual  component  is  awarded  by  virtue  of  individual
           performance related to individual goals. No bonus will be paid unless
           the  Corporation  attains  its  pre-established  goals.


                                       -2-
<PAGE>
                        NBT BANCORP INC. AND SUBSIDIARIES

The  Board  of  Directors  has  established  this  2002  Executive  Incentive
Compensation  Plan.  The  purpose  of  the  Plan is to meet and exceed financial
goals and to promote a superior level of performance relative to the competition
in  our  market  areas.  Through  payment  of incentive compensation beyond base
salaries,  the  Plan  provides reward for meeting and exceeding financial goals.

SECTION  I  -  DEFINITIONS
               -----------
     Various  terms  used  in  the  Plan  are  defined  as  follows:

     Base  Salary:  The  base  salary at the end of the Plan Year, excluding any
     -------------
     bonuses, contributions to Executive benefit programs, or other compensation
     not  designated  as  salary.

     Board  of  Directors:  The  Board  of  Directors  of  NBT  Bancorp,  Inc.
     ---------------------

     President  &  CEO:  The  Chairman,  President  &  CEO  of  NBT Bancorp Inc.
     ------------------

     Corporate Goals:  Those pre-established objectives and goals of NBT Bancorp
     ----------------
     Inc.  which are required to activate distribution of awards under the Plan.

     Subsidiary  Goals:  Those  pre-established objectives and goals which apply
     ------------------
     to each of the Banking Divisions of NBT Bancorp Inc. and which may activate
     distribution  of  awards  under  the  Plan.

     Individual Goals:  Key objectives mutually agreed upon between participants
     -----------------
     and  management.

     Compensation Committee:  The Compensation Committee of the NBT Bancorp Inc.
     -----------------------
     Board  of  Directors.

     Plan  Participant:  An  eligible  Executive  as  designated  by the CEO and
     ------------------
     approved by the Compensation Committee for participation for the Plan Year.

     Plan  Year:  The  2002  calendar  year.
     -----------


                                       -3-
<PAGE>

SECTION  II  -  ELIGIBILITY  TO  PARTICIPATE
                ----------------------------

To  be  eligible  for  an  award  under  the Plan, a Plan participant must be an
Executive  in  full-time service at the start and close of the calendar year and
at  the  time  of the award.  Newly hired employees may be designated by the CEO
and  approved  by  the  Compensation  Committee  as  eligible  for  an  award as
determined  by  their date of hire or any relevant employment agreement.  A Plan
participant must be in the same or equivalent position, at year end as they were
when named a participant or have been promoted during the course of the year, to
be  eligible for an award.  If a Plan participant voluntarily leaves the company
prior  to  the payment of the award, he/she is not eligible to receive an award.
However,  if  the  active  full-time  service  of  a  participant in the Plan is
terminated  by  death,  disability,  retirement,  or if the participant is on an
approved  leave  of absence, an award will be recommended for such a participant
based  on  the  proportion  of  the Plan Year that he/she was in active service.

SECTION  III  -  ACTIVATING  THE  PLAN
                 ---------------------

The  operation  of  the Plan is predicated on attaining and exceeding management
performance goals.  The goals will consist of the attainment of certain Earnings
Per Share (EPS) levels as applicable.  Non-recurring events may be excluded from
the  financial  results  at  the  discretion  of  the  President and CEO and the
Compensation Committee.  The Corporation must achieve a minimum EPS set forth in
Appendix  A  to  trigger  an  award  pursuant  to  the  terms  of  this  Plan.

SECTION  IV  -  CALCULATION  OF  AWARDS
                -----------------------

The Compensation Committee designates the incentive formula as shown in Appendix
A.  The  Compensation  Committee  will  make final decisions with respect to all
incentive  awards  and  will have final approval over all incentive awards.  The
individual  participant  data  regarding  maximum  award  and  formulas  used in
calculation  has  been  customized  and  appears  as  Appendix  A.

SECTION  V  -  SPECIAL  RECOMMENDATIONS
               ------------------------

The  President  and CEO will recommend to the Compensation Committee the amounts
to  be  awarded  to  individual participants in the incentive Plan.  The CEO may
recommend a change beyond the formula to a bonus award (increase or decrease) to
an  individual  participant  by  a  specified  percentage based on assessment of
special  individual  performance  beyond the individual goals.  The Compensation
Committee  may  amend  the  CEO's  bonus  award.  No award will be granted to an
Executive  whose  performance  is  unacceptable.


                                       -4-
<PAGE>
SECTION  VI  -  DISTRIBUTION  OF  AWARDS
                ------------------------

Distribution  of  the  EICP  will  be  made during the first quarter of the year
following  the  plan.  Distribution  of  the  award  must  be  approved  by  the
Compensation  Committee.

In  the  event  of death, any approved award earned under the provisions of this
plan will become payable to the beneficiary designated under this Plan; or if no
such  designation,  to the designated beneficiary of the participant as recorded
under  the  Company's group life insurance program; or in the absence of a valid
designation,  to  the  participant's  estate.

SECTION VII - PLAN ADMINISTRATION
              -------------------

 The Compensation Committee shall, with respect to the Plan have full power and
authority to construe, interpret, manage, control and administer this Plan. The
Committee shall decide upon cases in conformity with the objectives of the Plan
            under such rules as the Board of Directors may establish.

 Any decision made or action taken by NBT Bancorp Inc., the Board of Directors,
    or the Compensation Committee arising out of, or in connection with, the
    administration, interpretation, and effect of the Plan shall be at their
    absolute discretion and will be conclusive and binding on all parties. No
 member of the Board of Directors, Compensation Committee, or employee shall be
liable for any act or action hereunder, whether of omission or commission, by a
 Plan participant or employee or by any agent to whom duties in connection with
    the administration of the Plan have been delegated in accordance with the
                             provision of the Plan.

SECTION  VIII  -  AMENDMENT,  MODIFICATION,  SUSPENSION  OR  TERMINATION
                  ------------------------------------------------------

NBT  Bancorp  Inc.  reserves the right, by and through its Board of Directors to
amend,  modify,  suspend,  reinstate or terminate all or part of the Plan at any
time.  The  Compensation  Committee  will  give  prompt  written  notice to each
participant  of  any  amendment,  suspension  or  termination  or  any  material
modification of the Plan.  In the event of a merger or acquisition, the Plan and
related  financial  formulas  will be reviewed and adjusted to take into account
the  effect  of  such  activities.

SECTION  IX  -  EFFECTIVE  DATE  OF  THE  PLAN
                ------------------------------

            The effective date of the Plan shall be January 1, 2002.


                                       -5-
<PAGE>
SECTION  X  -  EMPLOYER  RELATION  WITH  PARTICIPANTS
               --------------------------------------

Neither  establishment  nor  the  maintenance  of the Plan shall be construed as
conferring  any  legal  rights  upon  any  participant  or  any  person  for  a
continuation of employment, nor shall it interfere with the right of an employer
to  discharge  any  participant or otherwise deal with him/her without regard to
the  existence  of  the  Plan.

SECTION  XI  -  GOVERNING  LAW
                --------------

  Except to the extent pre-empted under federal law, the provisions of the Plan
  shall be construed, administered and enforced in accordance with the domestic
 internal law of the State of New York. In the event of relevant changes in the
Internal Revenue Code, related rulings and regulations, changes imposed by other
  regulatory agencies affecting the continued appropriateness of the Plan and
  awards made thereunder, the Board may, at its sole discretion, accelerate or
  change the manner of payments of any unpaid awards or amend the provisions of
                                    the Plan.


                                       -6-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>13
<FILENAME>doc12.txt
<TEXT>
                                  Exhibit 10.15
            Form of Employment Agreement between NBT Bancorp Inc. and
                  Daryl R. Forsythe made as of January 1, 2002.


                                      II-13
<PAGE>
                         EMPLOYMENT AGREEMENT (REVISED)


     This EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of the
first day of January, 2000 (and revised on January 22, 2001 and again on January
1, 2002) by and between DARYL R. FORSYTHE ("Executive") and NBT BANCORP INC., a
Delaware corporation having its principal office in Norwich, New York ("NBTB")

                          W I T N E S S E T H  T H A T:

     WHEREAS, Executive is the chairman, president and chief executive officer
of NBTB; and

     WHEREAS, NBTB desires to secure the continued employment of Executive,
subject to the provisions of this Agreement; and

     WHEREAS, Executive is desirous of entering into the Agreement for such
periods and upon the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, intending to be legally bound, the parties
agree as follows:

     1.     Employment; Responsibilities and Duties.
            ---------------------------------------

          (a)     NBTB hereby agrees to employ Executive, and Executive hereby
agrees to serve as the chairman, president and chief executive officer of NBTB.
Executive shall have such executive duties, responsibilities, and authority as
shall be set forth in the bylaws of NBTB or as may otherwise be determined by
NBTB.

          (b)     Executive shall devote his full working time and best efforts
to the performance of his responsibilities and duties hereunder.  During the
Term of Employment, Executive shall not, without the prior written consent of
the Board of Directors of NBTB, render services as an employee, independent
contractor, or otherwise, whether or not compensated, to any person or entity
other than NBTB or its affiliates; provided that Executive may, where
involvement in such activities does not individually or in the aggregate
significantly interfere with the performance by Executive of his duties or
violate the provisions of section 4 hereof, (i) render services to charitable
organizations, (ii) manage his personal investments, and (iii) with the prior
permission of the Board of Directors of NBTB, hold such other directorships or
part-time academic appointments or have such other business affiliations as
would otherwise be prohibited under this section 1.

     2.     Term of Employment.
            ------------------

          (a)     The term of this Agreement ("Term of Employment") shall be the
period commencing on the date of this Agreement (the "Commencement Date") and
continuing until the Termination Date, which shall mean the earliest to occur
of:

               (i)     the Executive's 60th birthday (August 2, 2003), unless
the Term of Employment shall be extended for one or two additional year(s) by
the mutual agreement of the parties;

               (ii)     the death of Executive;

               (iii)     Executive's inability to perform his duties hereunder,
as a result of physical or mental disability as reasonably determined by the
personal physician of Executive, for a period of at least 180 consecutive days
or for at least 180 days during any period of twelve consecutive months during
the Term of Employment; or

               (iv)     the discharge of Executive by NBTB "for cause," which
shall mean one or more of the following:

                    (A)     any willful or gross misconduct by Executive with
respect to the business and affairs of NBTB or with respect to any of its
affiliates for which Executive is assigned material responsibilities or duties;


                                      II-14
<PAGE>
                    (B)     the conviction of Executive of a felony (after the
earlier of the expiration of any applicable appeal period without perfection of
an appeal by Executive or the denial of any appeal as to which no further appeal
or review is available to Executive) whether or not committed in the course of
his employment by NBTB;

                    (C)     Executive's willful neglect, failure, or refusal to
carry out his duties hereunder in a reasonable manner (other than any such
failure resulting from disability or death or from termination by Executive for
Good Reason, as hereinafter defined) after a written demand for substantial
performance is delivered to Executive that specifically identifies the manner in
which NBTB believes that Executive has not substantially performed his duties
and Executive has not resumed substantial performance of his duties on a
continuous basis within thirty days of receiving such demand; or

                    (D)     the breach by Executive of any representation or
warranty in section 6(a) hereof or of any agreement contained in section 1, 4,
5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its
affiliates for which Executive is assigned material responsibilities or duties;
or

               (v)     Executive's resignation from his position as chairman,
president, or chief executive officer of NBTB for other than "Good Reason," as
hereinafter defined; or

               (vi)     the termination of Executive's employment by NBTB
"without cause," which shall be for any reason other than those set forth in
subsections (i), (ii), (iii), (iv), or (v) of this section 2(a), at any time,
upon the thirtieth day following notice to Executive; or

               (vii)     Executive's resignation for "Good Reason."

"Good Reason" shall mean, without Executive's express written consent,
reassignment of Executive to a position other than as set forth in section 1(a)
of this Agreement other than for "Cause," or a decrease in the amount or level
of Executive's salary or benefits from the amount or level established in
section 3 hereof.

          (b)     In the event that the Term of Employment shall be terminated
for any reason other than that set forth in section 2(a)(vi) or 2(a)(vii)
hereof, Executive shall be entitled to receive, upon the occurrence of any such
event:

               (i)     any salary (as hereinafter defined) payable pursuant to
section 3(a)(i) hereof which shall have accrued as of the Termination Date; and

               (ii)     such rights as Executive shall have accrued as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof.

          (c)     In the event that the Term of Employment shall be terminated
for the reason set forth in section 2(a)(vi) or 2(a)(vii) hereof, Executive
shall be entitled to receive:

               (i)     any salary payable pursuant to section 3(a)(i) hereof
which shall have accrued as of the Termination Date, and, for the period
commencing on the date immediately following the Termination Date and ending
upon and including the later of the third anniversary of the Commencement Date
or the second anniversary of the Termination Date, salary payable at the rate
established pursuant to section 3(a)(i) hereof, in a manner consistent with the
normal payroll practices of NBTB with respect to executive personnel as
presently in effect or as they may be modified by NBTB from time to time; and

               (ii)     such rights as Executive may have accrued as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof.

          (d)     Any provision of this section 2 to the contrary
notwithstanding, in the event that the employment of Executive with NBTB is
terminated in any situation described in section 3 of the change-in-control
letter agreement


                                      II-15
<PAGE>
dated July 23, 2001 between NBTB and Executive (the "Change-in-Control
Agreement") so as to entitle Executive to a severance payment and other benefits
described in section 3 of the Change-in-Control Agreement, then Executive shall
be entitled to receive the following, and no more, under this section 2:

               (i)     any salary payable pursuant to section 3(a)(i) hereof
which shall have accrued as of the Termination Date;

               (ii)     such rights as Executive shall have accrued as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof;
and

               (iii)     the severance payment and other benefits provided in
the Change-in-Control Agreement.

     3.     Compensation.  For the services to be performed by Executive for
            ------------
NBTB and its affiliates under this Agreement, Executive shall be compensated in
the following manner:

          (a)     Salary.
                  ------

               (i)     NBTB shall pay Executive a salary which, on an annual
basis, shall not be less than $375,000 in 2002 and $425,000 in 2003.  NBTB
further agrees that in the event that the Term of Agreement shall be extended
pursuant to section 2(a)(i), NBTB shall pay Executive a mutually agreed upon
salary which shall not be less than the salary in effect as of August 2, 2003.
Salary shall be payable in accordance with the normal payroll practices of NBTB
with respect to executive personnel as presently in effect or as they may be
modified by NBTB from time to time.

               (ii)     Executive shall be eligible to be considered for
performance bonuses commensurate with Executive's title and salary grade, in
accordance with the compensation policies of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

          (b)     Employee Benefit Plans or Arrangements.  During the Term of
                  --------------------------------------
Employment, Executive shall be entitled to participate in all employee benefit
plans of NBTB, as presently in effect or as they may be modified by NBTB from
time to time, under such terms as may be applicable to officers of Executive's
rank employed by NBTB or its affiliates, including, without limitation, plans
providing retirement benefits, stock options, medical insurance, life insurance,
disability insurance, and accidental death or dismemberment insurance, provided
that there be no duplication of such benefits as are provided under any other
provision of this Agreement.

          (c)     Stock Options.  Each January or February annually during the
                  -------------
Term of Employment, NBTB will cause Executive to be granted a non-statutory
("non-qualified") stock option (each an "Option") to purchase the number of
shares of the common stock of NBTB, $0.01 par value (the "NBTB Common Stock"),
pursuant to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any
appropriate successor plan (the "Stock Option Plan"), computed by using a
formula approved by NBTB that is commensurate with the Executive's title and
salary grade.  The option exercise price per share of the shares subject to each
Option shall be such Fair Market Value, and the terms, conditions of exercise,
and vesting schedule of such Option shall be as set forth in section 8 of the
Stock Option Plan.

          (d)     Vacation and Sick Leave.   During the Term of Employment,
                  -----------------------
Executive shall be entitled to paid annual vacation periods and sick leave in
accordance with the policies of NBTB as in effect as of the Commencement Date or
as may be modified by NBTB from time to time as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event less than
five weeks of paid vacation during any year of the Term of Employment.  In
addition, and continuing for any additional year(s), if any, by which the Term
of Employment shall be extended pursuant to section 2(a)(i), Executive shall
also be excused from physical presence at NBTB headquarters (52 S. Broad Street,
Norwich, New York) during the months of January, February and March except on an
as - required basis as mutually agreed by the Board of Directors of NBTB and
Executive.

          (e)     Automobile.  During the Term of Employment, Executive shall be
                  ----------
entitled to the use of an automobile owned by NBTB or an affiliate of NBTB, the
make and model of which automobile shall be appropriate to an


                                      II-16
<PAGE>
officer of Executive's rank, and which will be replaced with a new automobile
every two years (or earlier if accumulated mileage exceeds 50,000 miles).
Executive shall be responsible for all expenses of ownership and use of such
automobile, subject to reimbursement of expenses for business use in accordance
with section 3(h).

          (f)     Country Club Dues.  During the Term of Employment, Executive
                  -----------------
shall be reimbursed for dues and assessments incurred in relation to Executive's
membership at a country club(s) mutually agreed upon by the Board of Directors
of NBTB and Executive.  Such reimbursement during the initial year of membership
shall include any and all initiation fees incurred with respect to Executive's
membership at selected club(s).

          (g)     Withholding.  All compensation to be paid to Executive
                  -----------
hereunder shall be subject to required withholding and other taxes.

          (h)     Expenses.  During the Term of Employment, Executive shall be
                  --------
reimbursed for reasonable travel and other expenses incurred or paid by
Executive in connection with the performance of his services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting information as may from time to time be requested, in accordance with
such policies of NBTB as are in effect as of the Commencement Date and as may be
modified by NBTB from time to time, under such terms as may be applicable to
officers of Executive's rank employed by NBTB or its affiliates.

     4.     Confidential Business Information; Non-Competition.
            --------------------------------------------------

          (a)     Executive acknowledges that certain business methods, creative
techniques, and technical data of NBTB and its affiliates and the like are
deemed by NBTB to be and are in fact confidential business information of NBTB
or its affiliates or are entrusted to third parties.  Such confidential
information includes but is not limited to procedures, methods, sales
relationships developed while in the service of NBTB or its affiliates,
knowledge of customers and their requirements, marketing plans, marketing
information, studies, forecasts, and surveys, competitive analyses, mailing and
marketing lists, new business proposals, lists of vendors, consultants, and
other persons who render service or provide material to NBTB or its affiliates,
and compositions, ideas, plans, and methods belonging to or related to the
affairs of NBTB or its affiliates.  In this regard, NBTB asserts proprietary
rights in all of its business information and that of its affiliates except for
such information as is clearly in the public domain.  Notwithstanding the
foregoing, information that would be generally known or available to persons
skilled in Executive's fields shall be considered to be "clearly in the public
domain" for the purposes of the preceding sentence.  Executive agrees that he
will not disclose or divulge to any third party, except as may be required by
his duties hereunder, by law, regulation, or order of a court or government
authority, or as directed by NBTB, nor shall he use to the detriment of NBTB or
its affiliates or use in any business or on behalf of any business competitive
with or substantially similar to any business of NBTB or its affiliates, any
confidential business information obtained during the course of his employment
by NBTB.  The foregoing shall not be construed as restricting Executive from
disclosing such information to the employees of NBTB or its affiliates.  On or
before the Termination Date, Executive shall promptly deliver to NBTB any and
all tangible, confidential information in his possession.

          (b)     Executive hereby agrees that from the Commencement Date until
the first anniversary of the Termination Date, Executive will not (i) interfere
with the relationship of NBTB or its affiliates with any of their employees,
suppliers, agents, or representatives (including, without limitation, causing or
helping another business to hire any employee of NBTB or its affiliates), or
(ii) directly or indirectly divert or attempt to divert from NBTB or its
affiliates any business in which any of them has been actively engaged during
the Term of Employment, nor interfere with the relationship of NBTB or its
affiliates with any of their customers or prospective customers.  This paragraph
4(b) shall not, in and of itself, prohibit Executive from engaging in the
banking, trust, or financial services business in any capacity, including that
of an owner or employee.

          (c)     Executive acknowledges and agrees that irreparable injury will
result to NBTB in the event of a breach of any of the provisions of this section
4 (the "Designated Provisions") and that NBTB will have no adequate remedy at
law with respect thereto.  Accordingly, in the event of a material breach of any
Designated Provision, and in addition to any other legal or equitable remedy
NBTB may have, NBTB shall be entitled to the entry of a preliminary and
permanent injunction (including, without limitation, specific performance) by a
court of competent jurisdiction in Chenango County, New York, or elsewhere, to
restrain the violation or breach thereof by Executive, and Executive submits to
the jurisdiction of such court in any such action.


                                      II-17
<PAGE>
          (d)     It is the desire and intent of the parties that the provisions
of this section 4 shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular provision of this section 4 shall be
adjudicated to be invalid or unenforceable, such provision shall be deemed
amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication is made.  In
addition, should any court determine that the provisions of this section 4 shall
be unenforceable with respect to scope, duration, or geographic area, such court
shall be empowered to substitute, to the extent enforceable, provisions similar
hereto or other provisions so as to provide to NBTB, to the fullest extent
permitted by applicable law, the benefits intended by this section 4.

     5.     Life Insurance.  In light of the unusual abilities and experience of
            --------------
Executive, NBTB in its discretion may apply for and procure as owner and for its
own benefit insurance on the life of Executive, in such amount and in such form
as NBTB may choose.  NBTB shall make all payments for such insurance and shall
receive all benefits from it.  Executive shall have no interest whatsoever in
any such policy or policies but, at the request of NBTB, shall submit to medical
examinations and supply such information and execute such documents as may
reasonably be required by the insurance company or companies to which NBTB has
applied for insurance.

     6.     Representations and Warranties.
            ------------------------------

          (a)     Executive represents and warrants to NBTB that his execution,
delivery, and performance of this Agreement will not result in or constitute a
breach of or conflict with any term, covenant, condition, or provision of any
commitment, contract, or other agreement or instrument, including, without
limitation, any other employment agreement, to which Executive is or has been a
party.

          (b)     Executive shall indemnify, defend, and hold harmless NBTB for,
from, and against any and all losses, claims, suits, damages, expenses, or
liabilities, including court costs and counsel fees, which NBTB has incurred or
to which NBTB may become subject, insofar as such losses, claims, suits,
damages, expenses, liabilities, costs, or fees arise out of or are based upon
any failure of any representation or warranty of Executive in section 6(a)
hereof to be true and correct when made.

     7.     Notices.  All notices, consents, waivers, or other communications
            -------
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram, by express courier, or sent by registered or certified mail, return
receipt requested, postage prepaid.  All communications shall be addressed to
the appropriate address of each party as follows:

If to NBTB:

     NBT Bancorp Inc.
     52 South Broad Street
     Norwich, New York  13815

     Attention:     Board of Directors

With a required copy to:

     NBT Bancorp Inc. Corporate Counsel

If to Executive:

     Mr. Daryl R. Forsythe
     21 Ridgeland Road
     Norwich, New York 13815

All such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.

     8.     Assignment.  Neither party may assign this Agreement or any rights
            ----------
or obligations hereunder without the consent of the other party.


                                      II-18
<PAGE>
     9.     Governing Law.  This Agreement shall be governed by, construed, and
            -------------
enforced in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of law thereof.  The parties hereby
designate Chenango County, New York to be the proper jurisdiction and venue for
any suit or action arising out of this Agreement.  Each of the parties consents
to personal jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with respect to this Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested, or to its registered agent for service of process in the
State of New York.  Each of the parties irrevocably and unconditionally waives
and agrees, to the fullest extent permitted by law, not to plead any objection
that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the
transactions contemplated thereby brought in the courts aforesaid.

     10.     Entire Agreement.  This Agreement constitutes the entire
             ----------------
understanding among NBTB and Executive relating to the subject matter hereof.
Any previous agreements or understandings between the parties hereto or between
Executive and NBTB or any of its affiliates regarding the subject matter hereof,
including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement.  Neither this Agreement
nor any provisions hereof can be modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge, or termination is sought.

     11.     Illegality; Severability.
             ------------------------

          (a)     Anything in this Agreement to the contrary notwithstanding,
this Agreement is not intended and shall not be construed to require any payment
to Executive which would violate any federal or state statute or regulation,
including without limitation the "golden parachute payment regulations" of the
Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of
Federal Regulations.

          (b)     If any provision or provisions of this Agreement shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever:

               (i)     the validity, legality, and enforceability of the
remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and

               (ii)     to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provisions held to be invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

     12.     Arbitration.  Subject to the right of each party to seek specific
             -----------
performance (which right shall not be subject to arbitration), if a dispute
arises out of or related to this Agreement, or the breach thereof, such dispute
shall be referred to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA").  A dispute subject to the
provisions of this section will exist if either party notifies the other party
in writing that a dispute subject to arbitration exists and states, with
reasonable specificity, the issue subject to arbitration (the "Arbitration
Notice").  The parties agree that, after the issuance of the Arbitration Notice,
the parties will try in good faith to resolve the dispute by mediation in
accordance with the Commercial Rules of Arbitration of AAA between the date of
the issuance of the Arbitration Notice and the date the dispute is set for
arbitration.  If the dispute is not settled by the date set for arbitration,
then any controversy or claim arising out of this Agreement or the breach hereof
shall be resolved by binding arbitration and judgment upon any award rendered by
arbitrator(s) may be entered in a court having jurisdiction.  Any person serving
as a mediator or arbitrator must have at least ten years' experience in
resolving commercial disputes through arbitration.  In the event any claim or
dispute involves an amount in excess of $100,000, either party may request that
the matter be heard by a panel of three arbitrators; otherwise all matters
subject to arbitration shall be heard and resolved by a single arbitrator.  The
arbitrator shall have the same power to compel the attendance of witnesses and
to order the production of documents or other materials and to enforce discovery
as could be exercised by a United States District Court judge sitting in the
Northern District of New York.  In the event of any arbitration, each party
shall have a reasonable right to conduct discovery to the same extent permitted
by the Federal Rules of Civil Procedure, provided that such discovery shall be
concluded within ninety days after the date the matter is set for arbitration.
In the event of any arbitration, the


                                      II-19
<PAGE>
arbitrator or arbitrators shall have the power to award reasonable attorney's
fees to the prevailing party. Any provision in this Agreement to the contrary
notwithstanding, this section shall be governed by the Federal Arbitration Act
and the parties have entered into this Agreement pursuant to such Act.

     13.     Costs of Litigation.  In the event litigation is commenced to
             -------------------
enforce any of the provisions hereof, or to obtain declaratory relief in
connection with any of the provisions hereof, the prevailing party shall be
entitled to recover reasonable attorney's fees.  In the event this Agreement is
asserted in any litigation as a defense to any liability, claim, demand, action,
cause of action, or right asserted in such litigation, the party prevailing on
the issue of that defense shall be entitled to recovery of reasonable attorney's
fees.

     14.     Affiliation.  A company will be deemed to be "affiliated" with NBTB
             -----------
according to the definition of "Affiliate" set forth in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     15.     Headings.  The section and subsection headings herein have been
             --------
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.


                                      II-20
<PAGE>
     IN WITNESS WHEREOF, the parties hereto executed or caused this Agreement to
be executed as of the day and year first above written.


NBT BANCORP INC.



                                       By: /s/ANDREW KOWALCZYK, JR.
                                           ---
                                       CHAIRMAN OF THE COMPENSATION
                                       AND BENEFITS COMMITTEE OF
                                       NBT BANCORP INC.




                                       DARYL R. FORSYTHE



                                       /s/ Daryl R. Forsythe   1/28/02



                                      II-21
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>14
<FILENAME>doc13.txt
<TEXT>
                                  Exhibit 10.16
  Supplemental Retirement Agreement between NBT Bancorp Inc., NBT Bank, National
 Association and Daryl R. Forsythe as Amended and Restated Effective January 28,
                                      2002.


                                      II-22
<PAGE>
                        SUPPLEMENTAL RETIREMENT AGREEMENT
              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 28, 2002)
              ----------------------------------------------------


                                    (REVISED)


     This  sets  forth the terms of an agreement for the payment of supplemental
retirement  income  ("Agreement")  made as of January 1, 1995 (and as revised on
April  28,  1998,  January  1,  2000,  January 22, 2001 and on January 28, 2002)
between  (i)  NBT  BANCORP  INC.,  a  Delaware corporation and a registered bank
holding  company,  and  NBT  BANK,  NATIONAL  ASSOCIATION,  a  national  banking
association  chartered  under the laws of the United States, both having offices
located  at  Norwich,  New  York  (collectively,  the "Bank"), and (ii) DARYL R.
FORSYTHE,  an individual residing at 21 Ridgeland Road, Norwich, New York 13815,
and  who  is  a  member  of  a  select group of management or highly compensated
employees within the meaning of section 201(2) of the Employee Retirement Income
Security  Act  of  1974,  as  amended  ("Forsythe").

     1.   PURPOSE  OF  THE  AGREEMENT.  The  purpose  of  this  Agreement  is to
          ---------------------------
provide  Forsythe a supplemental retirement benefit in accordance with the terms
of  this  Agreement.

     2.   DEFINITIONS.  For  purposes  of  this  Agreement,  the following words
          -----------
shall  have  the  meaning  indicated:

               (a)  ACTUARIAL  EQUIVALENT. "Actuarial Equivalent" shall have the
                    ---------------------
          same meaning the term "Actuarial Equivalent" has under Section 2.03 of
          Appendix  A  to the Qualified Plan (i.e., the NBT BANCORP Inc. Defined
          Benefit  Pension  Plan, as amended and restated as of October 1, 1989,
          including  amendments  adopted  through  August  31,  1998)  using the
          following  actuarial  assumptions:

                    MORTALITY:     "Applicable Mortality Rate" as such  term  is
                    ---------
                                   defined in Section 2.03c of said Appendix A
                                   to the Qualified  Plan.

                    INTEREST RATE: "Applicable Interest Rate" as such term is
                    -------------
                                    defined in Section 2.09b of said Appendix  A
                                    to  the Qualified  Plan.

               (b)  BENEFICIARY.  "Beneficiary" shall mean such living person or
                    -----------
          living  persons designated by Forsythe in accordance with subparagraph
          5(a)  to receive benefits under this Agreement after his death, or his
          personal  or  legal  representative,  all  as  herein  described  and
          provided.  If  no  Beneficiary  is  designated  by  Forsythe  or if no
          Beneficiary  survives  Forsythe,  the  Beneficiary shall be Forsythe's
          estate.

               (c)  CAUSE.  "Cause"  shall  mean  Forsythe's:
                    -----

                    (i)  willful  or  gross  misconduct  with  respect  to  the
               business  and  affairs of the Bank, or with respect to any of its
               affiliates  for  which  Forsythe  is  assigned  material
               responsibilities  or  duties;

                    (ii) conviction  of  a  felony  (after  the  earlier  of the
               expiration  of any applicable appeal period without perfection of
               an  appeal by Forsythe or the denial of any appeal as to which no
               further appeal or review is available to Forsythe) whether or not
               committed  in  the  course  of  his  employment  by  the  Bank;


                                      II-23
<PAGE>
                    (iii)  willful neglect, failure, or refusal to carry out his
               duties  under  the  Employment Agreement between NBT Bancorp Inc.
               and  Forsythe  dated  as  of  January  1,  2000  (the "Employment
               Agreement")  in  a reasonable manner (other than any such failure
               resulting  from  disability  or  death  or  from  termination  by
               Forsythe for Good Reason, as defined in the Employment Agreement)
               after  a  written demand for substantial performance is delivered
               to  Forsythe that specifically identifies the manner in which the
               Bank  believes  that Forsythe has not substantially performed his
               duties  and  he  has  not  resumed substantial performance of his
               duties on a continuous basis within thirty days of receiving such
               demand;  or

                    (iv) breach  of  any  representation  or warranty in section
               6(a) of the Employment Agreement or of any agreement contained in
               section  1,  4,  5,  or  6(b)  of the Employment Agreement, which
               breach  is  material  and  adverse  to  the  Bank  or  any of its
               affiliates  for  which  Forsythe  is  assigned  material
               responsibilities  or  duties.

               (d)  CHANGE  OF  CONTROL. "Change of Control" shall mean a Change
                    -------------------
          in  Control as such term is defined in the Change of Control Agreement
          between Forsythe and the Bank dated January 1, 2000 (a revision of the
          April  28,  1998  and  February  21,  1995  agreements).

               (e)  CODE.  "Code"  shall mean the Internal Revenue Code of 1986,
                    ----
          as  amended.

               (f)  DETERMINATION  DATE.  "Determination  Date"  shall  mean the
                    ------------------
          earlier  of  (i) the date of termination of Forsythe's employment with
          the  Bank or (ii) the first day of the month following Forsythe's 65th
          birthday.

               (g)  FINAL  AVERAGE  COMPENSATION.  "Final  Average Compensation"
                    --------------------------
          shall  have the same meaning the term "Final Average Compensation" has
          under  Section 2.27 of Appendix A to the Qualified Plan (i.e., the NBT
          BANCORP  Inc. Defined Benefit Pension Plan, as amended and restated as
          of  October  1,  1989, including amendments adopted through August 31,
          1998),  except  that  in  determining  the  amount of Compensation (as
          defined  in  Section 2.14 of said Appendix A to the Qualified Plan) to
          be  used  in calculating Final Average Compensation under Section 2.27
          of  said  Appendix  A to the Qualified Plan, Compensation shall not be
          subject  to  the  compensation limitation of section 401(a)(17) of the
          Code.

               (h)  FULL-TIME  EMPLOYEE.  "Full-Time  Employee"  shall  mean  an
                    -------------------
          employee  who  works  not  less  than  1,000 hours in a calendar year.

               (i)  OTHER RETIREMENT BENEFITS. "Other Retirement Benefits" shall
                    --------------------------
          mean  the  sum  of:

                    (i)  The  annual  benefit  payable  to  Forsythe  from  the
               Qualified  Plan,  plus

                    (ii)  The  annual benefit that could be provided by (A) Bank
               contributions  (other than elective deferrals) made on Forsythe's
               behalf  under  the  NBT  Bancorp  Inc.  401(k) and Employee Stock
               Ownership  Plan, and (B) actual earnings on contributions in (A),
               if  such  contributions  and earnings were converted to a benefit
               payable at age 65 in the same form as the benefit paid under this
               Agreement,  using  the same actuarial assumptions as are provided
               under  subparagraph  2(a).

          The  amount  of  Other  Retirement  Benefits shall be determined by an
     actuary  selected  by  the Bank, with such determination to be made without
     reduction  for  payment  of benefits prior to any stated "normal retirement


                                      II-24
<PAGE>
     date"  and  without regard to whether Forsythe is receiving payment of such
     benefits  on  the  Determination  Date.  To  the extent Forsythe receives a
     payment  of  Other  Retirement  Benefits described in subparagraph 2(i)(ii)
     prior  to  the  date  the  Supplemental  Retirement  Benefit  is determined
     pursuant  to  this  Agreement,  the total of such Other Retirement Benefits
     shall  be  determined  by  including  and assuming that such amounts earned
     interest  at  a  variable rate equal to the one-year United States Treasury
     bill rate as reported in the New York edition of The Wall Street Journal on
     the  Determination Date from the date received to the date Other Retirement
     Benefits  are  calculated  for  purposes  of  this  Agreement.

            (j)     PRESENT  VALUE.  "Present  Value"  shall  mean  the  present
                    --------------
     value  of  a  benefit  determined  on  the basis of the following actuarial
     assumptions:

                    MORTALITY:     "Applicable  Mortality Rate"  as such term is
                    ---------
                                   defined in Section 2.03c of Appendix A to the
                                   Qualified Plan  (i.e.,  the  NBT BANCORP Inc.
                                   Defined Benefit Pension Plan,  as amended and
                                   restated as of  October  1,  1989,  including
                                   amendments adopted  through August 31, 1998).

                    INTEREST RATE: "Applicable  Interest Rate" as such  term  is
                    --------------
                                   defined  in Section 2.09b of said  Appendix A
                                   to the Qualified  Plan.

               (k)  QUALIFIED  PLAN. "Qualified Plan" shall mean the NBT BANCORP
                    ---------------
                    Inc.  Defined  Benefit Pension Plan, as amended and restated
                    effective  as  of  January  1,  2000.

               (l)  SOCIAL  SECURITY  BENEFIT.  "Social  Security Benefit" shall
                    -------------------------
                    mean Forsythe's actual social security benefit at his Social
                    Security  Retirement  Age.

               (m)  SOCIAL  SECURITY RETIREMENT AGE. "Social Security Retirement
                    --------------------------------
          Age"  shall have the same meaning the term "Social Security Retirement
          Age" has under Section 2.58 of Appendix A to the Qualified Plan (i.e.,
          the  NBT  BANCORP  Inc.  Defined  Benefit Pension Plan, as amended and
          restated  as  of October 1, 1989, including amendments adopted through
          August  31,  1998).

     3.   AMOUNT  OF  SUPPLEMENTAL  RETIREMENT  BENEFIT.
          ---------------------------------------------

               (a)  SUPPLEMENTAL  RETIREMENT  BENEFIT.
                    ---------------------------------

                    (i)  AMOUNT  PAYABLE  ON AND AFTER AGE 65. If Forsythe shall
                         ------------------------------------
               remain  employed  by  the  Bank until reaching his 65th birthday,
               serving  as  a Full-Time Employee until such date, and subject to
               the  other terms and conditions of this Agreement, the Bank shall
               pay  Forsythe  an  annual  "Supplemental  Retirement  Benefit"
               determined  as  follows:

                         (A)  ON  AND  AFTER  AGE  65 BUT BEFORE SOCIAL SECURITY
                              --------------------------------------------------
                    RETIREMENT AGE. Forsythe shall be entitled to a Supplemental
                    ---------------
                    Retirement Benefit on and after his 65th birthday but before
                    his Social Security Retirement Age in an amount equal to the
                    excess  of  (1)  75  percent  of  Forsythe's  Final  Average
                    Compensation, over (2) Forsythe's Other Retirement Benefits,
                    determined  as  of  the Determination Date and calculated in
                    accordance  with  subparagraph  2(i).


                                      II-25
<PAGE>
                         (B)  ON  AND  AFTER  SOCIAL  SECURITY  RETIREMENT  AGE.
                              -------------------------------------------------
                    Forsythe  shall  be  entitled  to  a Supplemental Retirement
                    Benefit  on  and after his Social Security Retirement Age in
                    an  amount  equal  to  the  excess  of  (1)  75  percent  of
                    Forsythe's  Final  Average Compensation, over (2) the sum of
                    (aa)  Forsythe's Other Retirement Benefits, determined as of
                    the  Determination  Date  and  calculated in accordance with
                    subparagraph  2(i),  plus  (bb)  Forsythe's  Social Security
                    Benefit.

                    (ii) AMOUNT  PAYABLE  ON AND AFTER AGE 56 BUT BEFORE AGE 60.
                         ------------------------------------------------------
               If  Forsythe shall remain employed by the Bank until reaching his
               56th  birthday,  serving  as a Full-Time Employee until such date
               and  he continues to serve as a Full-Time Employee until the date
               of  his  retirement, and he retires then or thereafter but before
               reaching  his  60th  birthday, and subject to the other terms and
               conditions  of this Agreement, the Bank shall pay Forsythe on his
               60th birthday, pursuant to subparagraph 4(b), or to his spouse or
               other  Beneficiary,  pursuant and subject to subparagraph 6(c) if
               he  has  died  before  his  60th  birthday,  a  reduced  early
               Supplemental  Retirement  Benefit  calculated  in accordance with
               subparagraph  3(b)  and  the  following  schedule:

                         (A)  If  the  date of Forsythe's retirement shall be on
                    or after his 56th birthday but before his 57th birthday, the
                    Bank  shall  pay  Forsythe  20%  of  the  reduced  early
                    Supplemental  Retirement  Benefit  so  calculated;

                         (B)  If  the  date of Forsythe's retirement shall be on
                    or after his 57th birthday but before his 58th birthday, the
                    Bank  shall  pay  Forsythe  40%  of  the  reduced  early
                    Supplemental  Retirement  Benefit  so  calculated;

                         (C)  If  the  date of Forsythe's retirement shall be on
                    or after his 58th birthday but before his 59th birthday, the
                    Bank  shall  pay  Forsythe  60%  of  the  reduced  early
                    Supplemental  Retirement  Benefit  so  calculated;  and

                         (D)  If  the  date of Forsythe's retirement shall be on
                    or after his 59th birthday but before his 60th birthday, the
                    Bank  shall  pay  Forsythe  80%  of  the  reduced  early
                    Supplemental  Retirement  Benefit  so  calculated.

                    (iii)  AMOUNT PAYABLE ON AND AFTER AGE 60 BUT BEFORE AGE 65.
                           -----------------------------------------------------
                           If  Forsythe  shall remain employed by the Bank until
                           reaching  his  60th  birthday, serving as a Full-Time
                           Employee  until  such  date and he continues to serve
                           As  a  Full-Time  Employee  until  the  date  of  his
                           retirement, and he retires  then  or  thereafter  but
                           before  reaching  his 65th birthday, and  subject  to
                           the other terms and conditions of this Agreement, the
                           Bank  shall pay Forsythe a reduced early Supplemental
                           Retirement  Benefit  calculated  in  accordance  with
                           subparagraph  3(b)  except  that at age 62 the amount
                           shall not be less than  an amount equal to the excess
                           of (A) 65% of Forsythe's  Final  Average Compensation
                           over  (B)  Forsythe's  Other  Retirement  Benefits
                           determined  as  of  the  Determination  Date  and
                           calculated  in accordance  with  subparagraph  2(i)

               (b)  EARLY SUPPLEMENTAL RETIREMENT BENEFIT. If the Bank commences
                    -------------------------------------
          payment  of  a  reduced  early  Supplemental Retirement Benefit before
          Forsythe  reaches  age  65, the amount paid shall equal the product of
          (i)  the  Supplemental  Retirement  Benefit,  as  calculated  under
          subparagraph 3(a)(i)(A), times (ii) a fraction, the numerator of which
          shall  be  the number of complete months of Forsythe's employment with
          the  Bank  after  January 1, 1995, and the denominator of which is 164
          (the  number  of complete months of employment Forsythe would have had
          after  January  1,  1995 if he remained employed by the Bank until the
          first  day  of  the  month  following  his  65th  birthday).


                                      II-26
<PAGE>
               (c)  CONTINUED  MEDICAL BENEFITS. Upon Forsythe's retirement, the
                    ----------------------------
          Bank  will  continue  in  force  the  same  level  of medical benefits
          (including  medical,  dental  and vision care) for Executive until his
          death  and for his spouse (if alive) at the time of his death that was
          in  effect  at  the  time  of  Executive's  retirement.

               (d)  DISABILITY.  If  Forsythe's  employment  with  the  Bank
                              -
          terminates  because  of his disability (as defined for purposes of the
          long  term disability plan or policy of the Bank that is applicable to
          him  at  such  time)  before  he  attains age 62, for purposes of this
          Section  3,  he  shall be deemed to have continued to be employed as a
          Full-Time  Employee of the Bank while such disability continues, until
          he  attains  age  62,  and  to  have  then  retired.

     4.   TIME  OF  PAYMENT.
          -----------------

               (a)  Except  as  provided in subparagraph 4(b) (early retirement)
          and  paragraph  6  (payment  on  death),  the  Bank  shall  pay  the
          Supplemental  Retirement  Benefit  commencing  on the first day of the
          month  following  Forsythe's  attainment  of  age  65.

               (b)  Notwithstanding  subparagraph  4(a), the Bank shall commence
          payment  of  a  reduced  early  Supplemental Retirement Benefit on the
          first  day  of  the  month  following Forsythe's Determination Date in
          connection  with  early  retirement after reaching age 60 and prior to
          the date of his 65th birthday; provided that, if Forsythe shall retire
          prior  to  his  60th birthday as permitted in this Agreement, the Bank
          shall  commence  payment  of the reduced early Supplemental Retirement
          Benefit  on  the  first  day  of  the  month following Forsythe's 60th
          birthday.

     5.   FORM  OF  PAYMENT.
          -----------------

               (a)  The Supplemental Retirement Benefit described in paragraph 3
          of this Agreement shall be paid as a straight life annuity, payable in
          monthly  installments, for Forsythe's life; provided, however, that if
          Forsythe  has  no  surviving spouse and dies before having received 60
          monthly  payments,  such  monthly  payments  shall be continued to his
          Beneficiary until the total number of monthly payments to Forsythe and
          his  Beneficiary  equal 60, whereupon all payments shall cease and the
          Bank's  obligation  under  this Agreement shall be deemed to have been
          fully  discharged.  If  Forsythe  and his Beneficiary shall die before
          having received a total of 60 monthly payments, an amount equal to the
          Actuarial  Equivalent of the balance of such monthly payments shall be
          paid in a single sum to the estate of the survivor of Forsythe and his
          Beneficiary.  If  Supplemental  Retirement Benefits are payable in the
          form  described in this subparagraph 5(a), Forsythe shall designate in
          writing,  as  his  Beneficiary,  any  person  or  persons,  primarily,
          contingently  or  successively,  to  whom  the Bank shall pay benefits
          following  Forsythe's  death  if  Forsythe's  death  occurs  before 60
          monthly  payments  have  been  made.

               (b) Notwithstanding the form of payment described in subparagraph
          5(a),  if  Forsythe is married on the date payment of the Supplemental
          Retirement Benefit commences, the benefit shall be paid as a 50% joint
          and  survivor  annuity  with Forsythe's spouse as the Beneficiary. The
          50%  joint  and  survivor annuity shall be the Actuarial Equivalent of
          the  benefit  described  in  subparagraph  5(a).  If  the Supplemental
          Retirement  Benefit is payable pursuant to this subparagraph 5(b), but
          Forsythe's  spouse  fails  to  survive  him,  no payments will be made
          pursuant  to  this  Agreement  following  Forsythe's  death.

               (c) Notwithstanding the foregoing provisions of this paragraph 5,
          the  Bank  and  Forsythe  or  his  surviving spouse, if applicable, by
          mutual  agreement  may accelerate the payment of all or any portion of
          the  Supplemental Retirement Benefit or the reduced early Supplemental
          Retirement  Benefit  at  any  time.


                                      II-27
<PAGE>
          Any  payment  accelerated  in  accordance  with this subparagraph 5(c)
          shall  be  the  Actuarial Equivalent of the payment being accelerated.

               (d) If payment of a reduced early Supplemental Retirement Benefit
          commences  pursuant to subparagraph 4(b), and payments are accelerated
          pursuant to subparagraph 5(c), the reduction described in subparagraph
          3(b)  shall  be  applied before any Actuarial Equivalent is determined
          under  this  paragraph  5.

     6.   PAYMENTS  UPON  FORSYTHE'S  DEATH.
          ---------------------------------

               (a) Except as provided in subparagraphs 6(b) and (c), if Forsythe
          shall die before his 65th birthday, no payment shall be due his estate
          under  this  Agreement.

               (b)  If  Forsythe's  death  shall  occur  on  or  after  his 60th
          birthday,  before  payment  of any Supplemental Retirement Benefit has
          commenced,  Forsythe's  surviving  spouse  shall be paid as a straight
          life annuity 50 percent of the Supplemental Retirement Benefit for her
          life  commencing within 30 days following Forsythe's death, calculated
          in  accordance  with subparagraph 3(b) and, if such death occurs while
          Forsythe  is  employed  by  the  Bank, as if he had retired on the day
          before his death. Such payments shall be made in monthly installments,
          subject  to  the  right  of  the  Bank  and  such  surviving spouse to
          accelerate  payment  at any time in accordance with subparagraph 5(c).

               (c) If Forsythe dies before his 60th birthday and on or after his
          56th  birthday,  before payment of any Supplemental Retirement Benefit
          has  commenced,  Forsythe's surviving spouse shall be paid, in monthly
          installments,  as  a  straight  life  annuity,  50  percent  of  such
          Supplemental Retirement Benefit for her life commencing within 30 days
          following Forsythe's death, calculated in accordance with subparagraph
          3(a)(ii)  and,  if such death occurs while Forsythe is employed by the
          Bank, as if he had retired on the day before his death, subject to the
          right  of  the  Bank  and  such  surviving  spouse  to accelerate such
          payments  as  provided  in  subparagraph  5(c). However, if Forsythe's
          spouse fails to survive him, the Bank shall pay to Forsythe's estate a
          lump  sum  benefit  equal  to  50  percent  of  the  Present  Value of
          Forsythe's  Supplemental Retirement Benefit, calculated as provided in
          the  preceding  sentence.

               (d)  Except  as  otherwise  provided  in  subparagraph  6(c),  no
          payments  shall  be  made under this Agreement if Forsythe dies before
          payment  of  any Supplemental Retirement Benefit begins and his spouse
          fails  to  survive  him.

               (e)  If  Forsythe's  death  shall  occur  after  payment  of  a
          Supplemental  Retirement  Benefit  has commenced, Forsythe's surviving
          spouse  or  other  Beneficiaries  shall  receive  payments  under this
          Agreement  to  the  extent  provided  in  paragraph  5.

     7.  FORFEITURE  FOR  CAUSE.  Notwithstanding  any  other  provision of this
         ----------------------
Agreement,  if  Forsythe's  employment  with  the  Bank is terminated for Cause,
Forsythe  and  his spouse or other Beneficiaries shall forfeit all rights to any
payment  under  this  Agreement.

     8. POWERS. The Bank shall have such powers as may be necessary to discharge
        ------
its  duties  under this Agreement, including the power to interpret and construe
this  Agreement  and to determine all questions regarding employment, disability
status,  service, earnings, income and such factual matters as birth and marital
status. The Bank's determinations hereunder shall be conclusive and binding upon
the  parties  hereto  and all other persons having or claiming an interest under
this Agreement. The Bank shall have no power to add to, subtract from, or modify
any of the terms of this Agreement. The Bank's determinations hereunder shall be
entitled to deference upon


                                      II-28
<PAGE>
review  by  any court, agency or other entity empowered to review its decisions,
and  shall  not  be overturned or set aside by any court, agency or other entity
unless  found  to  be  arbitrary,  capricious  or  contrary  to  law.

     9.   CLAIMS  PROCEDURE.
          -----------------

          (a)  Any  claim  for  benefits  by  Forsythe,  his  spouse  or  other
     Beneficiaries  shall  be  made  in  writing to the Bank. In this paragraph,
     Forsythe  and  his  Beneficiaries  are  referred  to  as  "claimants."

          (b)  If the Bank denies a claim in whole or in part, it shall send the
     claimant  a  written  notice of the denial within 90 days after the date it
     receives  a claim, unless it needs additional time to make its decision. In
     that  case, the Bank may authorize an extension of an additional 90 days if
     it notifies the claimant of the extension within the initial 90-day period.
     The  extension  notice  shall  state  the reasons for the extension and the
     expected  decision  date.

          (c)  A  denial  notice  shall  contain:

               (i)  The  specific reason or reasons for the denial of the claim;

               (ii)  Specific  reference  to pertinent Agreement provisions upon
          which  the  denial  is  based;

               (iii)  A  description  of  any additional material or information
          necessary  to  perfect  the  claim,  with  an  explanation  of why the
          material  or  information  is  necessary;  and

               (iv)  An  explanation  of  the  review procedures provided below.

          (d)  Within 60 days after the claimant receives a denial notice, he or
     she  may  file a request for review with the Bank. Any such request must be
     made  in  writing.

          (e)  A  claimant  who  timely  requests review shall have the right to
     review  pertinent  documents,  to  submit additional information or written
     comments,  and  to  be  represented.

          (f) The Bank shall send the claimant a written decision on any request
     for  review within 60 days after the date it receives a request for review,
     unless  an  extension  of  time is needed, due to special circumstances. In
     that  case,  the  Bank may authorize an extension of an additional 60 days,
     provided  it  notifies  the  claimant  of  the extension within the initial
     60-day  period.

          (g)  The  review  decision  shall  contain:

               (i)  The  specific  reason  or  reasons  for  the  decision;  and

               (ii)  Specific  reference  to  the pertinent Agreement provisions
          upon  which  the  decision  is  based.


                                      II-29
<PAGE>
          (h)  If  the  Bank does not send the claimant a review decision within
     the  applicable  time  period,  the claim shall be deemed denied on review.

          (i)  The  denial notice or, in the case of a timely review, the review
     decision  (including  a deemed denial under subparagraph 9(h)) shall be the
     Bank's  final  decision.

     10.  ASSIGNMENT. Neither Forsythe nor his spouse or other Beneficiaries may
          ----------
transfer  his,  her  or  their  right  to  payments to which he, she or they are
entitled  under  this  Agreement. Except insofar as may otherwise be required by
law,  any Supplemental Retirement Benefit payable under this Agreement shall not
be  subject  in  any  manner  to  alienation  by  anticipation,  sale, transfer,
assignment,  pledge  or  encumbrance,  nor  subject  to the debts, contracts, or
liabilities  of  Forsythe  or  his  spouse  or  other  Beneficiaries.

     11.  CONTINUED  EMPLOYMENT.  This  Agreement  shall  not  be  construed  as
          ---------------------
conferring  on  Forsythe  a  right  to  continued  employment  with  the  Bank.

     12.  FUNDING.
          -------

          (a) The Supplemental Retirement Benefit at all times shall be entirely
     unfunded,  and  no  provision  shall  at  any  time be made with respect to
     segregating  any assets of the Bank for payments of any benefits hereunder,
     except  that in the event of a Change of Control, the Bank, within five (5)
     days  of  such  Change  of  Control,  shall fund a grantor trust within the
     meaning  of  section 671 of the Code with an amount sufficient to cover all
     potential  liabilities  under  this  Agreement.

          (b)  Neither Forsythe nor his spouse or other Beneficiaries shall have
     any interest in any particular assets of the Bank by reason of the right to
     receive  a  benefit  under this Agreement. Forsythe and his spouse or other
     Beneficiaries  shall have only the rights of general unsecured creditors of
     the  Bank  with  respect  to  any  rights  under  this  Agreement.

          (c)  Nothing  contained in this Agreement shall constitute a guarantee
     by  the  Bank  or  any entity or person that the assets of the Bank will be
     sufficient  to  pay  any  benefit  hereunder.

     13.  WITHHOLDING.  Any  payment  made  pursuant  to this Agreement shall be
          -----------
reduced by federal and state income, FICA or other employee payroll, withholding
or other similar taxes the Bank may be required to withhold. In addition, as the
Supplemental  Retirement  Benefit  accrues during Forsythe's employment with the
Bank,  the  Bank may withhold from Forsythe's regular compensation from the Bank
any  FICA or other employee payroll, withholding or other similar taxes the Bank
may  be  required  to  withhold.

     14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and shall
         ----------------------
inure  to  the  benefit  of,  the  successors  and  assigns  of  the  Bank.

     15.  APPLICABLE  LAW. This Agreement shall be construed and administered in
          ---------------
accordance  with  the  laws  of  the  State  of  New  York, except to the extent
preempted  by  federal  law.

     16.  AMENDMENT.  This  Agreement  may not be amended, modified or otherwise
          ---------
altered  except  by  written  instrument  executed  by  both  parties.


                                      II-30
<PAGE>
     17.  ENTIRE  AGREEMENT. This Agreement constitutes the entire agreement and
          -----------------
understanding  of  the  parties,  and  supersedes  all  prior  agreements  or
understanding  (whether  oral  or  written)  between  the  parties,  relating to
deferred  compensation  and/or  supplemental  retirement  income.



                                      II-31
<PAGE>
The  parties  hereby  execute  this  Agreement  as  follows:

                         NBT BANCORP INC.


                         By: /s/ Andrew Kowalczyk Jr.


Date:  1/28/02                   Its:  Chairman  Compensation  Committee

                         NBT BANK, NATIONAL ASSOCIATION


                         By:  /s/  Michael  J.  Chewens


Date:  1/28/02                     Its:  Secretary




Date:  1/28/02           /s/  Daryl  R.  Forsythe
                         DARYL R. FORSYTHE


                                      II-32
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>15
<FILENAME>doc14.txt
<TEXT>


                                  Exhibit 10.18
Amendment dated January 28, 2002 to Death Benefits Agreement between NBT Bancorp
     Inc.,  NBT Bank, National Association and Daryl R. Forsythe made August 22,
     1995.


                                      II-33
<PAGE>
                      AMENDMENT TO DEATH BENEFITS AGREEMENT

     THIS  AGREEMENT (this "Agreement") is made and entered into effective as of
the  28  day  of  January,  2002,  by  and  among  NBT  BANCORP INC., a Delaware
corporation,  and NBT Bank, N.A., a national banking association organized under
the  laws  of  the  United  States  (hereinafter referred to collectively as the
"Bank"),  Daryl  R.  Forsythe  (the  "Employee").

               WHEREAS,  the  Bank and the Employee have entered to that certain
Death  Benefits  Agreement  dated  as of August 22, 1995 (the "1995 Agreement");

               WHEREAS,  the  1995  Agreement  may  be  amended  by  a  written
instrument  signed  by  the  Bank  and  the  Employee;  and

               WHEREAS,  the  Bank  and  the  Employee  desire to amend the 1995
Agreement  as  set  out  in  this  Agreement.

               NOW,  THEREFORE,  the  parties  agree  as  follows:

               1.   Section  1 of Article IX of the 1995 Agreement is amended to
                    read  in  its  entirety  as  follows:

     1.     THIS  AGREEMENT  MAY BE TERMINATED AT ANY TIME WHILE THE EMPLOYEE IS
LIVING  BY  A  WRITTEN INSTRUMENT SIGNED BY THE BANK AND THE EMPLOYEE, PROVIDED,
THAT  THE BANK MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE EMPLOYEE AT
ANY TIME AFTER THE EMPLOYEE HAS CEASED TO BE THE CHAIRMAN OF THE BANK OTHER THAN
BECAUSE  OF  HIS  DEATH;  AND,  IN ANY EVENT, THIS AGREEMENT WILL TERMINATE UPON
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE BANK FOR ANY REASON OTHER THAN
HIS  DEATH.

               2.   The  following new sentence is added to the end of Article X
                    of  the  1995  Agreement:

     WITHOUT LIMITING THE FOREGOING, FOLLOWING TERMINATION OF THIS AGREEMENT, TO
THE  EXTENT PERMITTED BY THE POLICY, THE BANK MAY DESIGNATE ANY OFFICER OR OTHER
EMPLOYEE  OF  THE  BANK  AS  THE  INSURED UNDER THE POLICY AND MAY CONTINUE THIS
AGREEMENT  WITH  SUCH  OFFICER  OR  EMPLOYEE.

               3.   The foregoing amendments shall be effective upon the date of
                    this  Agreement.

     4.   In  other  respects,  the  1995 Agreement shall continue in full force
and  effect.
The  parties  hereby  execute  this  Agreement  as  follows:

                                NBT BANCORP INC.



                                By: /s/ Andrew Kowalczyk Jr.

Date:  1/28/02                          Its:  Chairman  Compensation  Committee


                                NBT BANK, NATIONAL ASSOCIATION



                                By: /s/ Michael J. Chewens

Date:  1/28/02                          Its:  Secretary



Date:  1/28/02                  /s/  Daryl  R.  Forsythe
                                DARYL R. FORSYTHE


                                      II-34
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>16
<FILENAME>doc15.txt
<TEXT>


                                  Exhibit 10.19
Split-Dollar  Agreement between NBT Bancorp Inc., NBT Bank, National Association
     and  Daryl  R.  Forsythe  made  August  22,  1995.


                                      II-35
<PAGE>
                             SPLIT-DOLLAR AGREEMENT

     THIS AGREEMENT (the "Agreement") is made and entered into as of this 28 day
of January, 2002, by and among NBT Bancorp Inc., a Delaware corporation, and NBT
Bank, N.A., a national banking association organized under the laws of the
United States (collectively, the "Bank"), and Daryl R. Forsythe, an individual
residing in the State of New York (the "Employee").

     WHEREAS, the Employee is employed by the Bank as its president and chief
executive officer;

     WHEREAS, the Employee wishes to provide additional life insurance
protection for his family in the event of his death;

     WHEREAS, the Bank is willing to pay the premiums due on a policy of life
insurance as an employment benefit for the Employee, on the terms and conditions
hereinafter set forth;

     WHEREAS, the Bank and the Employee have applied for Insurance Policy Number
28105185 on the life of the Employee (the "Policy") from New England Financial
(the "Insurer") in the face amount of $1,500,000, pursuant to which the Bank
will be the owner of the Policy;

     WHEREAS, the Bank and the Employee agree to make the Policy subject to this
Agreement; and

     WHEREAS, it is understood and agreed that this Agreement is to be effective
as of the date on which the Policy is issued by the Insurer.

     NOW, THEREFORE, in consideration of the premises and of the mutual promises
contained herein, the parties hereto agree as follows:

     1. INSURANCE POLICY. The Bank shall purchase the Policy from the Insurer
and shall be the sole and absolute owner of the Policy. The parties agree that
the Policy shall be subject to the terms of this Agreement and of the
endorsement to the Policy filed with the Insurer to implement the provisions of
this Agreement. The Bank may exercise all ownership rights granted to the owner
of the Policy by the terms thereof, except as otherwise provided in this
Agreement. The Bank shall be the direct beneficiary of the total death proceeds,
less $1,000,000.00 (the "Bank's Interest in the Policy"). The Bank will keep
possession of the Policy. The Bank agrees to make the Policy available at
reasonable times to the Employee or the Insurer for the purpose of endorsing or
filing any change of beneficiary on the Policy for the portion of the death
proceeds that is in excess of the Bank's Interest in the Policy, but the Policy
shall thereafter be promptly returned to the Bank. Any indebtedness on the
Policy will first be deducted from the proceeds payable to the Bank. Also, any
collateral assignment made by the Bank will be deducted from the proceeds
payable to it. The Employee shall be entitled to designate the beneficiary or
beneficiaries of the remainder of the Policy death proceeds in excess of the
Bank's Interest in the Policy.

     2. ELECTION OF SETTLEMENT OPTION AND BENEFICIARY. By notice to the Bank,
the Employee may select the settlement option for payment of, and the
beneficiary or beneficiaries to receive, the portion of the death benefit
provided under the Policy in excess of the Bank's Interest in the Policy. Upon
receipt of such notice, the Bank shall execute and deliver to the Insurer the
forms necessary to elect the requested settlement option and to designate the
requested person, persons or entity as the beneficiary or beneficiaries to
receive such portion of the death proceeds of the Policy. The parties hereto
agree to take all actions necessary to cause the beneficiary designation and
settlement election provisions of the Policy to conform to the provisions
hereof. The Bank shall not terminate, alter or amend such designation or
election without the express written consent of the Employee.

     3. POLICY DIVIDENDS. Any dividend declared on the Policy shall be applied
to reduce premiums on the Policy.

     4. PAYMENT OF PREMIUMS. The Bank shall pay a sufficient amount of premiums
to the Insurer to maintain the Policy in force, and shall, upon request, provide
evidence to the Employee that the Policy remains in force. The Bank shall
annually furnish the Employee a statement of the amount of income reportable by
the Employee for federal and state income tax purposes, as a result of the
insurance protection provided the Employee.


                                      II-36
<PAGE>
     5. LIMITATION ON THE BANK'S RIGHTS IN THE POLICY. The Employee will have
rights set out in Section 2 hereof with respect to the death benefit provided
under the Policy in excess of the Bank's Interest in the Policy. The Bank shall
not sell, surrender, change the insured or assign or transfer ownership of the
Policy except after termination of the Agreement pursuant to Section 6 hereof,
other than for the purpose of obtaining a loan against the Policy. The aggregate
amount of such loans, together with the unpaid interest accrued thereon, will at
no time exceed the lesser of (a) the Bank's Interest in the Policy or (b) the
loan value of the Policy as determined by the Insurer. The Bank will not take
any action dealing with the Insurer that would impair any right or interest of
the Employee in the Policy. Without limiting the foregoing, following
termination of this Agreement, to the extent permitted by the Policy, the Bank
may designate any officer or other employee of the Bank as the insured under the
Policy and may continue this Agreement with such officer or employee. The
exercise by the Bank of the right to surrender the policy or to change the
insured will terminate the rights of the Employee in the Policy.

     6. TERMINATION OF THE AGREEMENT DURING THE EMPLOYEE'S LIFETIME. This
Agreement may be terminated at any time while the Employee is living by a
written instrument signed by the Bank and the Employee, provided, that the Bank
may terminate this Agreement by written notice to the Employee at any time after
the Employee has ceased to be the Chairman of the Bank other than because of his
death; and, in any event, this Agreement will terminate upon termination of the
Employee's employment with the Bank for any reason whatsoever other than
Employee's death.

     7. INSURER NOT A PARTY. The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy. In no event shall the Insurer be considered a party to
this Agreement, or any modification or amendment hereof. No provision of this
Agreement, nor of any modification or amendment hereof, shall in any way be
construed as enlarging, changing, varying, or in any other way affecting the
obligations of the Insurer as expressly provided in the Policy, except insofar
as the provisions hereof are made a part of the Policy by the beneficiary
designation executed by the Bank and filed with the Insurer in connection
herewith. The Insurer shall not be obligated to inquire as to the distribution
of any monies payable or paid by it under the Policy on the Employee's life
pursuant to the terms of this Agreement.

     8. ASSIGNMENT BY THE EMPLOYEE. Notwithstanding any provision hereof to the
contrary, the Employee shall have the right to absolutely and irrevocably assign
by gift all of his right, title and interest in and to this Agreement and to the
Policy to an assignee. This right shall be exercisable by the execution and
delivery to the Bank of a written assignment, in the form provided by the Bank.
Upon receipt of such written assignment executed by the Employee and duly
accepted by the assignee thereof, the Bank shall consent thereto in writing, and
shall thereafter treat the Employee's assignee as the sole owner of all of the
Employee's right, title and interest in and to this Agreement and in and to the
Policy. Thereafter the Employee shall have no right, title or interest in and to
this Agreement or the Policy, all such rights being vested in and exercisable
only by such assignee.

     9. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.

     a.  The Bank is hereby designated as the named fiduciary under this
Agreement.  The named fiduciary shall have authority to control and manage the
operation and administration of this Agreement, and it shall be responsible for
establishing and carrying out a funding policy and method consistent with the
objectives of this Agreement.

          b.   (1)  Claim.

          A person who believes that he or she is being denied a benefit to
which he or she is entitled under this Agreement (hereinafter referred to as a
"Claimant") may file a written request for such benefit with the Bank, setting
forth his or his claim.  The request must be addressed to the general counsel of
the Bank at its then principal place of business.

     (2)  Claim Decision.

          Upon receipt of a claim, the Bank shall advise the Claimant that a
reply will be forthcoming within 90 days and shall, in fact, deliver such reply
within such period.  The Bank may, however, extend the reply period for an
additional 90 days for reasonable cause.


                                      II-37
<PAGE>
     If the claim is denied in whole or in part, the Bank shall adopt a written
opinion, using language calculated to be understood by the Claimant, setting
forth: (a) the specific reason or reasons for such denial; (b) the specific
reference to pertinent provisions of this Agreement on which such denial is
based; (c) a description of any additional material or information necessary for
the Claimant to perfect his or his claim and an explanation why such material or
such information is necessary; (d) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim for review; and (e) the time
limits for requesting a review under subsection (3) and for review under
subsection (4) hereof.

     (3)  Request  for  Review.

     Within 60 days after the receipt by the Claimant of the written opinion
described above, the Claimant may request in writing that the Bank review the
determination of the Bank.  Such request must be addressed to the general
counsel of the Bank, at its then principal place of business.  The Claimant or
his or her duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration
by the Bank.  If the Claimant does not request a review of the Bank's
determination within such 60 day period, he or she shall be barred and estopped
from challenging the Bank's determination.

     (4)  Review  of  Decision.

     Within 60 days after the general counsel's receipt of a request for review,
he or she will review the Bank's determination.  After considering all materials
presented by the Claimant, the general counsel will render a written opinion,
written in a manner calculated to be understood by the Claimant, setting forth
the specific reasons for the decision and containing specific references to the
pertinent provisions of this Agreement on which the decision is based.  If
special circumstances require that the 60 day time period be extended, the
Secretary will so notify the Claimant and will render the decision as soon as
possible, but no later than 120 days after receipt of the request for review.

     10. AMENDMENT. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.

     11. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Bank and its successors and assigns, and the Employee, his
successors, assigns, heirs, executors, administrators and beneficiaries.

     12. NOTICES. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as shown on the
records of the Bank. The date of such mailing shall be deemed the date of
notice, consent or demand.

     13. GOVERNING LAW. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the laws of the United
States, to the extent applicable, and otherwise by the laws of the State of New
York applicable to contracts entered into and performed wholly within its
borders.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, as of the day and year first above written.

                                NBT BANCORP INC.



                                By: /s/ Andrew Kowalczyk Jr. 1/28/02


                                        Title: Chairman Compensation Committee


                                      II-38
<PAGE>
                                NBT BANK, NATIONAL ASSOCIATION



                                By: /s/ Michael J. Chewens

                                        Its:  Secretary 1/28/02


                                DARYL R. FORSYTHE



                               /s/  Daryl  R.  Forsythe 1/28/02


                                      II-39
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>17
<FILENAME>doc16.txt
<TEXT>


Exhibit  10.21

Form of Employment Agreement between NBT Bancorp Inc. and Martin A. Dietrich

made  as  of  January  1,  2002.


                                      II-40
<PAGE>
                         EMPLOYMENT AGREEMENT (REVISED)


     This EMPLOYMENT AGREEMENT (the "Agreement") made and entered into this
first day of January, 2000 and revised on January 1, 2002, by and between MARTIN
A. DIETRICH ("Executive") and NBT BANCORP INC., a Delaware corporation having
its principal office in Norwich, New York ("NBTB")

                         W I T N E S S E T H   T H A T :

     WHEREAS, Executive is the president and chief operating officer and a
director of NBT Bank, National Association, a national banking association which
is a wholly-owned subsidiary of NBTB ("NBT Bank");

     WHEREAS, NBTB desires to secure the continued employment of Executive,
subject to the provisions of this Agreement; and

     WHEREAS, Executive is desirous of entering into the Agreement for such
periods and upon the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, intending to be legally bound, the parties
agree as follows:

     1.   Employment;  Responsibilities  and  Duties.
          ------------------------------------------

          (a)  NBTB  hereby  agrees  to  cause NBT Bank to employ Executive, and
Executive hereby agrees to serve as the president and chief operating officer of
NBT Bank, during the Term of Employment.  Executive shall have such executive
duties, responsibilities, and authority as shall be set forth in the bylaws of
NBT Bank or as may otherwise be determined by NBTB or by NBT Bank.  During the
Term of Employment, Executive shall report directly to the chief executive
officer of NBTB.

          (b)  NBTB  hereby  agrees  to  cause  Executive to be reelected to the
board of directors of NBT Bank for successive terms throughout the Term of
Employment.

          (c)  Executive  shall  devote  his  full working time and best efforts
to the performance of his responsibilities and duties hereunder.  During the
Term of Employment, Executive shall not, without the prior written consent of
the chief executive officer of NBTB, render services as an employee, independent
contractor, or otherwise, whether or not compensated, to any person or entity
other than NBTB or its affiliates; provided that Executive may, where
involvement in such activities does not individually or in the aggregate
significantly interfere with the performance by Executive of his duties or
violate the provisions of section 4 hereof, (i) render services to charitable
organizations, (ii) manage his personal investments, and (iii) with the prior
permission of the chief executive officer of NBTB, hold such other directorships
or part-time academic appointments or have such other business affiliations as
would otherwise be prohibited under this section 1.

     2.   Term  of  Employment.
          --------------------

          (a)  The  term  of  this Agreement ("Term of Employment") shall be the
period commencing on the date of this Agreement (the "Commencement Date") and
continuing until the Termination Date, which shall mean the earliest to occur
of:

               (i) JANUARY 1, 2005, PROVIDED, HOWEVER, THAT ON JANUARY 1, 2003,
          AND ON EACH JANUARY 1 THEREAFTER, THE TERM OF EMPLOYMENT SHALL
          AUTOMATICALLY EXTEND ITSELF BY ONE ADDITIONAL YEAR;


                    (ii) the  death  of  Executive;

                    (iii) Executive's inability to perform his duties hereunder,
as a result of physical or mental disability as reasonably determined by the
personal physician of Executive, for a period of at least 180 consecutive days
or for at least 180 days during any period of twelve consecutive months during
the Term of Employment; or


                                      II-41
<PAGE>
                    (iv) the  discharge  of Executive by NBTB "for cause," which
shall mean one or more of the following:

                         (A)  any  willful or gross misconduct by Executive with
respect to the business and affairs of NBTB or NBT Bank, or with respect to any
of its affiliates for which Executive is assigned material responsibilities or
duties;

                         (B)  the conviction of Executive of a felony (after the
earlier of the expiration of any applicable appeal period without perfection of
an appeal by Executive or the denial of any appeal as to which no further appeal
or review is available to Executive) whether or not committed in the course of
his employment by NBTB;

                         (C)  Executive's  willful  neglect, failure, or refusal
to carry out his duties hereunder in a reasonable manner (other than any such
failure resulting from disability or death or from termination by Executive for
Good Reason, as hereinafter defined) after a written demand for substantial
performance is delivered to Executive that specifically identifies the manner in
which NBTB believes that Executive has not substantially performed his duties
and Executive has not resumed substantial performance of his duties on a
continuous basis within thirty days of receiving such demand; or

                         (D)  the  breach  by Executive of any representation or
warranty in section 6(a) hereof or of any agreement contained in section 1, 4,
5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its
affiliates for which Executive is assigned material responsibilities or duties;
or

                    (v)  Executive's  resignation from his position as president
and chief operating officer of NBT Bank other than for "Good Reason," as
hereinafter defined; or

                    (vi) the  termination  of  Executive's  employment  by  NBTB
"without cause," which shall be for any reason other than those set forth in
subsections (i), (ii), (iii), (iv), or (v) of this section 2(a), at any time,
upon the thirtieth day following notice to Executive; or

                    (vii)  Executive's  resignation  for  "Good  Reason."

"Good Reason" shall mean, without Executive's express written consent,
reassignment of Executive to a position other than as president and chief
operating officer of NBT Bank other than for "Cause," or a decrease in the
amount or level of Executive's salary or benefits from the amount or level
established in section 3 hereof.

          (b)  In  the  event  that  the  Term of Employment shall be terminated
for any reason other than that set forth in section 2(a)(vi) or 2(a)(vii)
hereof, Executive shall be entitled to receive, upon the occurrence of any such
event:

                    (i)  any salary (as hereinafter defined) payable pursuant to
section 3(a)(i) hereof which shall have accrued as of the Termination Date; and

                    (ii) such  rights  as Executive shall have accrued as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof.

          (c)  In  the  event  that  the  Term of Employment shall be terminated
for the reason set forth in section 2(a)(vi) or 2(a)(vii) hereof, Executive
shall be entitled to receive:

                    (i)  any  salary  payable pursuant to section 3(a)(i) hereof
which shall have accrued as of the Termination Date, and, for the period
commencing on the date immediately following the Termination Date and ending
upon and including the latest of January 1, 2005, the date to which the Term of
Employment shall (as of the Termination Date) have automatically extended itself

                                      II-42
<PAGE>
under section 2(a)(i) hereof, or the second anniversary of the Termination Date,
salary payable at the rate established pursuant to section 3(a)(i) hereof, in a
manner consistent with the normal payroll practices of NBTB with respect to
executive personnel as presently in effect or as they may be modified by NBTB
from time to time; and

                    (ii) such  rights  as  Executive  may have accrued as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof.

          (d)  Any  provision  of  this  section  2  to  the  contrary
notwithstanding, in the event that the employment of Executive with NBTB is
terminated in any situation described in section 3 of the change-in-control
letter agreement dated July 23, 2001 between NBTB and Executive (the
"Change-in-Control Agreement") so as to entitle Executive to a severance payment
and other benefits described in section 3 of the Change-in-Control Agreement,
then Executive shall be entitled to receive the following, and no more, under
this section 2:

                    (i)  any  salary  payable pursuant to section 3(a)(i) hereof
which shall have accrued as of the Termination Date;

                    (ii) such  rights  as Executive shall have accrued as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof;
and

                    (iii)  the  severance payment and other benefits provided in
the Change-in-Control Agreement.

     3.     Compensation.  For the services to be performed by Executive for
            ------------
NBTB and its affiliates under this Agreement, Executive shall be compensated in
the following manner:

          (a)  Salary.  During  the  Term  of  Employment:
               ------

                    (i)  NBTB  shall  pay Executive a salary which, on an annual
basis, shall not be less than $260,000 during 2002.  Salary shall be payable in
accordance with the normal payroll practices of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

                    (ii) Executive  shall be entitled to annual salary increases
of 8 percent during the Term of Employment, beginning in 2003, and shall be
eligible to be considered for further salary increases, upon review, in
accordance with the compensation policies of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

                    (iii)  Executive  shall  be  eligible  to  be considered for
performance bonuses commensurate with the Executive's title and salary grade, in
accordance with the compensation policies of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

          (b)  Employee  Benefit  Plans  or  Arrangements.  During  the  Term of
               ------------------------------------------
Employment, Executive shall be entitled to participate in all employee benefit
plans of NBTB, as presently in effect or as they may be modified by NBTB from
time to time, under such terms as may be applicable to officers of Executive's
rank employed by NBTB or its affiliates, including, without limitation, plans
providing retirement benefits, stock options, medical insurance, life insurance,
disability insurance, and accidental death or dismemberment insurance, provided
that there be no duplication of such benefits as are provided under any other
provision of this Agreement.

          (c)  Stock  Options.  Each  January  or  February  annually during the
               --------------
Term of Employment, NBTB will cause Executive to be granted a non-statutory
("non-qualified") stock option (each an "Option") to purchase the number of
shares of the common stock of NBTB, $0.01 par value (the "NBTB Common Stock"),
pursuant to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any
appropriate successor plan (the "Stock Option Plan"), computed using a formula
approved by NBTB that is commensurate with the Executive's title and salary
grade.   The option exercise price per share of the shares subject to each
Option shall be such Fair Market Value, and the terms, conditions of exercise,
and vesting schedule of such Option shall be as set forth in section 8 of the
Stock Option Plan.


                                      II-43
<PAGE>
          (d)  Vacation  and  Sick  Leave.  During  the  Term  of  Employment,
               --------------------------
Executive shall be entitled to paid annual vacation periods and sick leave in
accordance with the policies of NBTB as in effect as of the Commencement Date or
as may be modified by NBTB from time to time as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event less than
four weeks of paid vacation per year.

          (e)  Automobile.  During  the  Term  of Employment, Executive shall be
               ----------
entitled to the use of an automobile owned by NBTB or an affiliate of NBTB, the
make, model, and year of which automobile shall be appropriate to an officer of
Executive's rank employed by NBTB or its affiliates and consistent with that
provided to others of Executive's rank employed by NBTB or its affiliates.
During the second year of the Term of Employment, the automobile used by
Executive will be replaced with a new automobile, whose value shall not exceed
$45,000 escalated by an amount calculated by the controller's division of NBT
Bank to adjust for the effect of inflation upon $45,000 between the Commencement
Date and the date of the replacement of the vehicle (an "Inflation Adjustment").
During the remaining term of the Term of Employment, should three years elapse
from the date of the automobile replacement described in the previous sentence
(or any subsequent automobile replacement that takes place under this section),
or, if earlier, should the replaced automobile (or any automobile provided under
such subsequent automobile replacement) have accumulated 50,000 miles, then it
will be replaced with a new automobile whose value shall not exceed the sum of
$45,000 and an Inflation Adjustment.  Executive shall be responsible for all
expenses of ownership and use of any such automobile, subject to reimbursement
of expenses for business use in accordance with section 3(h).

          (f)  Country  Club  Dues.  During  the  Term  of Employment, Executive
               -------------------
shall be reimbursed for dues and assessments incurred in relation to Executive's
membership at a country club mutually agreed upon by NBTB and the Executive.

          (g)  Withholding.  All  compensation  to  be  paid  to  Executive
               -----------
hereunder shall be subject to required withholding and other taxes.

          (h)  Expenses.  During  the  Term  of  Employment,  Executive shall be
               --------
reimbursed for reasonable travel and other expenses incurred or paid by
Executive in connection with the performance of his services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting information as may from time to time be requested, in accordance with
such policies of NBTB as are in effect as of the Commencement Date and as may be
modified by NBTB from time to time, under such terms as may be applicable to
officers of Executive's rank employed by NBTB or its affiliates.
     4.     Confidential Business Information; Non-Competition.
            --------------------------------------------------

          (a)  Executive  acknowledges  that  certain business methods, creative
techniques, and technical data of NBTB and its affiliates and the like are
deemed by NBTB to be and are in fact confidential business information of NBTB
or its affiliates or are entrusted to third parties.  Such confidential
information includes but is not limited to procedures, methods, sales
relationships developed while in the service of NBTB or its affiliates,
knowledge of customers and their requirements, marketing plans, marketing
information, studies, forecasts, and surveys, competitive analyses, mailing and
marketing lists, new business proposals, lists of vendors, consultants, and
other persons who render service or provide material to NBTB or NBT Bank or
their affiliates, and compositions, ideas, plans, and methods belonging to or
related to the affairs of NBTB or NBT Bank or their affiliates.  In this regard,
NBTB asserts proprietary rights in all of its business information and that of
its affiliates except for such information as is clearly in the public domain.
Notwithstanding the foregoing, information that would be generally known or
available to persons skilled in Executive's fields shall be considered to be
"clearly in the public domain" for the purposes of the preceding sentence.
Executive agrees that he will not disclose or divulge to any third party, except
as may be required by his duties hereunder, by law, regulation, or order of a
court or government authority, or as directed by NBTB, nor shall he use to the
detriment of NBTB or its affiliates or use in any business or on behalf of any
business competitive with or substantially similar to any business of NBTB or
NBT Bank or their affiliates, any confidential business information obtained
during the course of his employment by NBTB.  The foregoing shall not be
construed as restricting Executive from disclosing such information to the
employees of NBTB or NBT Bank or their affiliates.  On or before the Termination
Date, Executive shall promptly deliver to NBTB any and all tangible,
confidential information in his position.


                                      II-44
<PAGE>
          (b)  Executive  hereby  agrees  that  from the Commencement Date until
the first anniversary of the Termination Date, Executive will not (i) interfere
with the relationship of NBTB or NBT Bank or its affiliates with any of their
employees, suppliers, agents, or representatives (including, without limitation,
causing or helping another business to hire any employee of NBTB or NBT Bank or
its affiliates), or (ii) directly or indirectly divert or attempt to divert from
NBTB or NBT Bank or its affiliates any business in which any of them has been
actively engaged during the Term of Employment, nor interfere with the
relationship of NBTB or NBT Bank or its affiliates with any of their customers
or prospective customers.  This paragraph 4(b) shall not, in and of itself,
prohibit Executive from engaging in the banking, trust, or financial services
business in any capacity, including that of an owner or employee.

          (c)  Executive  acknowledges  and  agrees that irreparable injury will
result to NBTB in the event of a breach of any of the provisions of this section
4 (the "Designated Provisions") and that NBTB will have no adequate remedy at
law with respect thereto.  Accordingly, in the event of a material breach of any
Designated Provision, and in addition to any other legal or equitable remedy
NBTB may have, NBTB shall be entitled to the entry of a preliminary and
permanent injunction (including, without limitation, specific performance) by a
court of competent jurisdiction in Chenango County, New York, or elsewhere, to
restrain the violation or breach thereof by Executive, and Executive submits to
the jurisdiction of such court in any such action.

          (d)  It  is  the  desire and intent of the parties that the provisions
of this section 4 shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular provision of this section 4 shall be
adjudicated to be invalid or unenforceable, such provision shall be deemed
amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication is made.  In
addition, should any court determine that the provisions of this section 4 shall
be unenforceable with respect to scope, duration, or geographic area, such court
shall be empowered to substitute, to the extent enforceable, provisions similar
hereto or other provisions so as to provide to NBTB, to the fullest extent
permitted by applicable law, the benefits intended by this section 4.


     5.     Life Insurance.  In light of the unusual abilities and experience of
            --------------
Executive, NBTB in its discretion may apply for and procure as owner and for its
own benefit insurance on the life of Executive, in such amount and in such form
as NBTB may choose.  NBTB shall make all payments for such insurance and shall
receive all benefits from it.  Executive shall have no interest whatsoever in
any such policy or policies but, at the request of NBTB, shall submit to medical
examinations and supply such information and execute such documents as may
reasonably be required by the insurance company or companies to which NBTB has
applied for insurance.

     6.     Representations and Warranties.
            ------------------------------

          (a)  Executive  represents  and  warrants  to NBTB that his execution,
delivery, and performance of this Agreement will not result in or constitute a
breach of or conflict with any term, covenant, condition, or provision of any
commitment, contract, or other agreement or instrument, including, without
limitation, any other employment agreement, to which Executive is or has been a
party.

          (b)  Executive  shall  indemnify,  defend, and hold harmless NBTB for,
from, and against any and all losses, claims, suits, damages, expenses, or
liabilities, including court costs and counsel fees, which NBTB has incurred or
to which NBTB may become subject, insofar as such losses, claims, suits,
damages, expenses, liabilities, costs, or fees arise out of or are based upon
any failure of any representation or warranty of Executive in section 6(a)
hereof to be true and correct when made.

     7.     Notices.  All notices, consents, waivers, or other communications
            -------
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram, by express courier, or sent by registered or certified mail, return
receipt requested, postage prepaid.  All communications shall be addressed to
the appropriate address of each party as follows:


                                      II-45
<PAGE>
If to NBTB:

     NBT Bancorp Inc.
     52 South Broad Street
     Norwich, New York  13815

     Attention:     Mr. Daryl R. Forsythe
                    President and Chief Executive Officer

With a required copy to:

     NBT BANCORP INC. CORPORATE COUNSEL

If to Executive:

     Mr. Martin A. Dietrich
     155 Serenity Drive
     Norwich, New York  13815

All such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.

     8.     Assignment.  Neither party may assign this Agreement or any rights
            ----------
or obligations hereunder without the consent of the other party.

     9.     Governing Law.  This Agreement shall be governed by, construed, and
            -------------
enforced in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of law thereof.  The parties hereby
designate Chenango County, New York to be the proper jurisdiction and venue for
any suit or action arising out of this Agreement.  Each of the parties consents
to personal jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with respect to this Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested, or to its registered agent for service of process in the
State of New York.  Each of the parties irrevocably and unconditionally waives
and agrees, to the fullest extent permitted by law, not to plead any objection
that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the
transactions contemplated thereby brought in the courts aforesaid.

     10.     Entire Agreement.  This Agreement constitutes the entire
             ----------------
understanding among NBTB and Executive relating to the subject matter hereof.
Any previous agreements or understandings between the parties hereto or between
Executive and NBT Bank or any of its affiliates regarding the subject matter
hereof, including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement.  Neither this Agreement
nor any provisions hereof can be modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge, or termination is sought.

     11.     Illegality; Severability.
             ------------------------

          (a)  Anything  in  this  Agreement  to  the  contrary notwithstanding,
this Agreement is not intended and shall not be construed to require any payment
to Executive which would violate any federal or state statute or regulation,
including without limitation the "golden parachute payment regulations" of the
Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of
Federal Regulations.

          (b)  If  any  provision  or provisions of this Agreement shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever:

                    (i)  the  validity,  legality,  and  enforceability  of  the
remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and


                                      II-46
<PAGE>
                    (ii) to  the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provisions held to be invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

     12.     Arbitration.  Subject to the right of each party to seek specific
             -----------
performance (which right shall not be subject to arbitration), if a dispute
arises out of or related to this Agreement, or the breach thereof, such dispute
shall be referred to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA").  A dispute subject to the
provisions of this section will exist if either party notifies the other party
in writing that a dispute subject to arbitration exists and states, with
reasonable specificity, the issue subject to arbitration (the "Arbitration
Notice").  The parties agree that, after the issuance of the Arbitration Notice,
the parties will try in good faith to resolve the dispute by mediation in
accordance with the Commercial Rules of Arbitration of AAA between the date of
the issuance of the Arbitration Notice and the date the dispute is set for
arbitration.  If the dispute is not settled by the date set for arbitration,
then any controversy or claim arising out of this Agreement or the breach hereof
shall be resolved by binding arbitration and judgment upon any award rendered by
arbitrator(s) may be entered in a court having jurisdiction.  Any person serving
as a mediator or arbitrator must have at least ten years' experience in
resolving commercial disputes through arbitration.  In the event any claim or
dispute involves an amount in excess of $100,000, either party may request that
the matter be heard by a panel of three arbitrators; otherwise all matters
subject to arbitration shall be heard and resolved by a single arbitrator.  The
arbitrator shall have the same power to compel the attendance of witnesses and
to order the production of documents or other materials and to enforce discovery
as could be exercised by a United States District Court judge sitting in the
Northern District of New York.  In the event of any arbitration, each party
shall have a reasonable right to conduct discovery to the same extent permitted
by the Federal Rules of Civil Procedure, provided that such discovery shall be
concluded within ninety days after the date the matter is set for arbitration.
In the event of any arbitration, the arbitrator or arbitrators shall have the
power to award reasonable attorney's fees to the prevailing party.  Any
provision in this Agreement to the contrary notwithstanding, this section shall
be governed by the Federal Arbitration Act and the parties have entered into
this Agreement pursuant to such Act.

     13.     Costs of Litigation.  In the event litigation is commenced to
             -------------------
enforce any of the provisions hereof, or to obtain declaratory relief in
connection with any of the provisions hereof, the prevailing party shall be
entitled to recover reasonable attorney's fees.  In the event this Agreement is
asserted in any litigation as a defense to any liability, claim, demand, action,
cause of action, or right asserted in such litigation, the party prevailing on
the issue of that defense shall be entitled to recovery of reasonable attorney's
fees.

     14.     Affiliation.  A company will be deemed to be "affiliated" with NBTB
             -----------
or NBT Bank according to the definition of "Affiliate" set forth in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.

     15.     Headings.  The section and subsection headings herein have been
             --------
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.


                                      II-47
<PAGE>


     IN WITNESS WHEREOF, the parties hereto executed or caused this Agreement to
be executed as of the day and year first above written.


                                         NBT BANCORP INC.


                                         By: /s/ Daryl R. Forsythe
DARYL  R.  FORSYTHE
CHAIRMAN,  PRESIDENT  AND
CHIEF  EXECUTIVE  OFFICER


                                         MARTIN A. DIETRICH


                                         /s/  Martin  A.  Dietrich


                                      II-48
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>18
<FILENAME>doc17.txt
<TEXT>


Exhibit  10.24

Form  of  Employment  Agreement  between NBT Bancorp Inc. and Michael J. Chewens

made  as  of  January  1,  2002.

                                      II-49
<PAGE>
                         EMPLOYMENT AGREEMENT (REVISED)


     This EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of the
first day of June, 2000 and revised on January 1, 2002, by and between MICHAEL
J. CHEWENS ("Executive") and NBT BANCORP INC., a Delaware corporation having its
principal office in Norwich, New York ("NBTB")

                         W I T N E S S E T H   T H A T :

     WHEREAS, Executive is an senior executive vice president and the chief
financial officer of NBTB and NBT Bank, National Association, a national banking
association which is a wholly-owned subsidiary of NBTB ("NBT Bank");

     WHEREAS, NBTB desires to secure the continued employment of Executive,
subject to the provisions of this Agreement; and

     WHEREAS, Executive is desirous of entering into the Agreement for such
periods and upon the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, intending to be legally bound, the parties
agree as follows:

     1.   Employment;  Responsibilities  and  Duties.
            ---------------------------------------

          (a)  NBTB  hereby  agrees  to  employ  Executive and to cause NBT Bank
and any successor organization to NBT Bank to employ Executive, and Executive
hereby agrees to serve as a senior executive vice president and the chief
financial officer of NBTB and NBT Bank, and of any successor organization to
NBTB or NBT Bank, as applicable, during the Term of Employment.  Executive shall
have such executive duties, responsibilities, and authority as shall be set
forth in the bylaws of NBTB and NBT Bank or as may otherwise be determined by
NBTB.  During the Term of Employment, Executive shall report directly to the
chief executive officer of NBTB.

               (b) Executive shall devote his full working time and best efforts
to the performance of his responsibilities and duties hereunder. During the Term
of Employment, Executive shall not, without the prior written consent of the
chief executive officer of NBTB, render services as an employee, independent
contractor, or otherwise, whether or not compensated, to any person or entity
other than NBTB or its affiliates; provided that Executive may, where
involvement in such activities does not individually or in the aggregate
significantly interfere with the performance by Executive of his duties or
violate the provisions of section 4 hereof, (i) render services to charitable
organizations, (ii) manage his personal investments, and (iii) with the prior
permission of the chief executive officer of NBTB, hold such other directorships
or part-time academic appointments or have such other business affiliations as
would otherwise be prohibited under this section 1.

     2.     Term of Employment.
            ------------------

          (a)  The  term  of  this Agreement ("Term of Employment") shall be the
period commencing on the date of this Agreement (the "Commencement Date") and
continuing until the Termination Date, which shall mean the earliest to occur
of:

               (i)  January  1,  2005,  provided,  however,  that  on January 1,
2003, and on each January 1 thereafter, the Term of Employment shall
automatically extend itself by one additional year;

               (ii) the  death  of  Executive;

               (iii)  Executive's  inability  to  perform  his duties hereunder,
as a result of physical or mental disability as reasonably determined by the
personal physician of Executive, for a period of at least 180 consecutive days
or for at least 180 days during any period of twelve consecutive months during
the Term of Employment; or

               (iv) the  discharge  of  Executive  by  NBTB  "for  cause," which
shall mean one or more of the following:


                                      II-50
<PAGE>
                    (A)  any  willful  or  gross  misconduct  by  Executive with
respect to the business and affairs of NBTB or NBT Bank, or with respect to any
of its affiliates for which Executive is assigned material responsibilities or
duties;

                    (B)  the  conviction  of  Executive  of  a felony (after the
earlier of the expiration of any applicable appeal period without perfection of
an appeal by Executive or the denial of any appeal as to which no further appeal
or review is available to Executive) whether or not committed in the course of
his employment by NBTB;

                    (C)  Executive's  willful  neglect,  failure,  or refusal to
carry out his duties hereunder in a reasonable manner (other than any such
failure resulting from disability or death or from termination by Executive for
Good Reason, as hereinafter defined) after a written demand for substantial
performance is delivered to Executive that specifically identifies the manner in
which NBTB believes that Executive has not substantially performed his duties
and Executive has not resumed substantial performance of his duties on a
continuous basis within thirty days of receiving such demand; or

                    (D)  the  breach  by  Executive  of  any  representation  or
warranty in section 6(a) hereof or of any agreement contained in section 1, 4,
5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its
affiliates for which Executive is assigned material responsibilities or duties;
or

               (v)  Executive's  resignation  from  his  position  as  executive
vice president and chief financial officer of NBTB or NBT Bank other than for
"Good Reason," as hereinafter defined; or

               (vi) the  termination  of  Executive's  employment  by  NBTB
"without cause," which shall be for any reason other than those set forth in
subsections (i), (ii), (iii), (iv), or (v) of this section 2(a), at any time,
upon the thirtieth day following notice to Executive; or

               (vii)  Executive's  resignation  for  "Good  Reason."

"Good Reason" shall mean, without Executive's express written consent,
reassignment of Executive to a position other than executive vice president and
chief financial officer of NBTB or NBT Bank other than for "Cause," or a
decrease in the amount or level of Executive's salary or benefits from the
amount or level established in section 3 hereof.

          (b)  In  the  event  that  the  Term of Employment shall be terminated
for any reason other than that set forth in section 2(a)(vi) or 2(a)(vii)
hereof, Executive shall be entitled to receive, upon the occurrence of any such
event:

               (i)  any  salary  (as  hereinafter  defined)  payable pursuant to
section 3(a)(i) hereof which shall have accrued as of the Termination Date; and

               (ii) such  rights  as  Executive  shall  have  accrued  as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(g)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof,
and

          (c)  In  the  event  that  the  Term of Employment shall be terminated
for the reason set forth in section 2(a)(vi) or 2(a)(vii) hereof, Executive
shall be entitled to receive:

               (i)  any  salary  payable  pursuant  to  section  3(a)(i)  hereof
which shall have accrued as of the Termination Date, and, for the period
commencing on the date immediately following the Termination Date and ending
upon and including the latest of January 1, 2005, the date to which the Term of
Employment shall (as of the Termination Date) have automatically extended itself
under section 2(a)(i) hereof, or the second anniversary of the Termination Date,
salary payable at the rate established pursuant to section 3(a)(i) hereof, in a
manner consistent with the normal payroll practices of NBTB with respect to
executive personnel as presently in effect or as they may be modified by NBTB
from time to time;

               (ii) such  rights  as  Executive  may  have  accrued  as  of  the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(g)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof;
and


                                      II-51
<PAGE>
               (iii)  if,  within  eighteen  (18)  months  following  the
Termination Date, Executive should sell his principal residence in the
Binghamton Ranally Metropolitan Area as determined by Rand McNally & Company
(the "Binghamton RMA") and relocate to a place outside of the Binghamton RMA,
(A) reimbursement for any shortfall between the net proceeds on the sale of his
principal residence and the purchase price, including direct, necessary and
reasonable transaction costs incurred in connection with such purchase, as
determined by the controller's division of NBT Bank, for such residence, and
including direct, necessary and reasonable expenses, as determined by the
finance division of NBT Bank, incurred to prepare the residence for sale, (B)
reimbursement for direct, necessary and reasonable expenses, as determined by
the finance division of NBT Bank, incurred in connection with the sale of such
residence not already included as part of the reimbursement under (A) above, and
(C) an amount necessary to pay all federal, state and local income taxes
resulting from any reimbursement made pursuant to (A) and (B) (including any
additional federal, state and local income taxes resulting from the payment
hereunder of such taxes), the intent being that Executive shall be paid an
additional amount (the "Gross-Up") such that the net amount retained by the
Executive, after deduction of such federal, state and local income taxes
resulting from the reimbursement under (A) and (B) shall be equal to the amount
of the reimbursement under (A) and (B) before payment of such taxes; for
purposes of determining the amount of the Gross-Up, Executive shall be deemed to
pay federal, state and local income taxes at the highest marginal rate of
taxation in effect in the calendar year in which the reimbursement is made.
Amounts due under this subsection shall be paid as soon as administratively
practicable, but in no event later than ninety (90) days after the date of the
sale of Executive's principal residence.

     Notwithstanding the foregoing, in the event the Executive is reimbursed,
entitled to reimbursement, or is paid any amounts by an entity or entities other
than NBTB or NBT Bank of any affiliate or successor thereof (the "Third Party"),
for any amounts for which Executive has received, or is entitled to receive,
reimbursement under (A) or (B) above with respect to the sale of his principal
residence or any Gross-Up under (C) above, the Executive agrees:
(1)  with  regard  to  amounts  already  paid  by  NBTB  or  NBT  Bank  or  any
     affiliate or successor thereof (hereinafter referred to collectively as the
     "Company"),  the Executive shall notify the Company of all amounts received
     or  due  from the Third Party, and shall reimburse the Company in an amount
     equal  to  the  amount  so  received  or due from the Third Party up to the
     amount the Company paid to the Executive under (A), (B), and (C) above; and

(2)  with  regard  to  amounts  due  but  not  yet  paid  by  the Company to the
     Executive,  the  Executive shall notify the Company of any amounts received
     or  due  from  the  Third  Party, and the Executive agrees that the Company
     shall reduce the amount due under (A), (B), and (C) above by the amount the
     Executive  has been paid or is entitled to be paid by the Third Party up to
     the  amount  due  the  Executive  from  the  Company.

     (d)  Any  provision  of  this  section  2  to  the  contrary
notwithstanding, in the event that the employment of Executive with NBTB is
terminated in any situation described in section 3 of the change-in-control
letter agreement dated January 1, 2000 between NBTB and Executive (the
"Change-in-Control Agreement") so as to entitle Executive to a severance payment
and other benefits described in section 3 of the Change-in-Control Agreement,
then Executive shall be entitled to receive the following, and no more, under
this section 2:

               (i)  any  salary  payable  pursuant  to  section  3(a)(i)  hereof
which shall have accrued as of the Termination Date;

               (ii) such  rights  as  Executive  shall  have  accrued  as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(g)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof;

               (iii)  the  severance  payment  and  other  benefits  provided in
the Change- in-Control Agreement; and

               (iv) if,  within  eighteen  (18)  months  following  the
Termination Date, Executive should sell his principal residence in the
Binghamton RMA and relocate to a place outside of the Binghamton RMA, (A)
reimbursement for any shortfall between the net proceeds on the sale of his
principal residence and the purchase price, including direct, necessary and


                                      II-52
<PAGE>
reasonable transaction costs incurred in connection with such purchase, as
determined by the finance division of NBT Bank, for such residence, and
including direct, necessary and reasonable expenses, as determined by the
controller's division of NBT Bank, incurred to prepare the residence for sale,
(B) reimbursement for direct, necessary and reasonable expenses, as determined
by the finance division of NBT Bank, incurred in connection with the sale of
such residence not already included as part of the reimbursement under (A)
above, and (C) the Gross-Up, the intent being that the net amount retained by
the Executive, after deduction of such federal, state and local income taxes
resulting from the reimbursement under (A) and (B) shall be equal to the amount
of the reimbursement under (A) and (B) before payment of such taxes; for
purposes of determining the amount of the Gross-Up, Executive shall be deemed to
pay federal, state and local income taxes at the highest marginal rate of
taxation in effect in the calendar year in which the reimbursement is made.
Amounts due under this subsection shall be paid as soon as administratively
practicable, but in no event later than ninety (90) days after the date of the
sale of Executive's principal residence.

     Notwithstanding the foregoing, in the event the Executive is reimbursed,
entitled to reimbursement, or is paid any amounts by a Third Party, for any
amounts for which Executive has received, or is entitled to receive,
reimbursement under (A) or (B) above with respect to the sale of his principal
residence or any Gross-Up under (C) above, the Executive agrees:
(1)  with  regard  to  amounts  already paid by the Company, the Executive shall
     notify the Company of all amounts received or due from the Third Party, and
     shall reimburse the Company in an amount equal to the amount so received or
     due from the Third Party up to the amount the Company paid to the Executive
     under  (A),  (B),  and  (C)  above;  and

(2)  with  regard  to  amounts  due  but  not  yet  paid  by  the Company to the
     Executive,  the  Executive shall notify the Company of any amounts received
     or  due  from  the  Third  Party, and the Executive agrees that the Company
     shall reduce the amount due under (A), (B), and (C) above by the amount the
     Executive  has been paid or is entitled to be paid by the Third Party up to
     the  amount  due  the  Executive  from  the  Company.

     3.   Compensation.  For  the  services  to  be  performed  by Executive for
          ------------
NBTB and its affiliates under this Agreement, Executive shall be compensated in
the following manner:

          (a)  Salary.  During  the  Term  of  Employment:
               ------

               (i)  NBTB  shall  pay  Executive  a  salary  which, commencing on
January 1, 2002, on an annual basis, shall not be less than $214,500 during the
Term of Employment.  Salary shall be payable in accordance with the normal
payroll practices of NBTB with respect to executive personnel as presently in
effect or as they may be modified by NBTB from time to time.

               (ii) Executive  shall  be  entitled  to  annual  salary increases
of 8 percent during the Term of Employment, beginning in January 2003, and shall
be eligible to be considered for further salary increases, upon review, in
accordance with the compensation policies of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

               (iii)  Executive  shall  be  eligible  to  be  considered  for
performance bonuses commensurate with the Executive's title and salary grade in
accordance with the compensation policies of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

          (b)  Employee  Benefit  Plans  or  Arrangements.  During  the  Term of
               --------------------------------------
Employment, Executive shall be entitled to participate in all employee benefit
plans of NBTB, as presently in effect or as they may be modified by NBTB from
time to time, under such terms as may be applicable to officers of Executive's
rank employed by NBTB or its affiliates, including, without limitation, plans
providing retirement benefits, stock options, medical insurance, life insurance,
disability insurance, and accidental death or dismemberment insurance, provided
that there be no duplication of such benefits as are provided under any other
provision of this Agreement.

          (c)  Stock  Options.  Each  January  or  February  annually during the
               -------------
Term of Employment, NBTB will cause Executive to be granted a non-statutory
("non-qualified") stock option (each an "Option") to purchase the number of
shares of the common stock of NBTB, $0.01 par value (the "NBTB Common Stock"),
pursuant to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any
appropriate successor plan (the "Stock Option Plan"), computed by using a
formula approved by NBTB that is commensurate with the Executive's title and
salary grade.  The option exercise price per share of the shares subject to each
Option shall be such Fair Market Value, and the terms, conditions of exercise,
and vesting schedule of such Option shall be as set forth in section 8 of the
Stock Option Plan.


                                      II-53
<PAGE>
          (d)  Vacation and Sick Leave. During the Term of Employment, Executive
               -----------------------
shall  be  entitled to paid annual vacation periods and sick leave in accordance
with  the policies of NBTB as in effect as of the Commencement Date or as may be
modified  by  NBTB  from  time  to  time  as  may  be  applicable to officers of
Executive's  rank  employed by NBTB or its affiliates, but in no event less than
four  weeks  of  paid  vacation  per  year.

          (e)  Automobile.  During  the  Term  of Employment, Executive shall be
               ----------
entitled to the use of an automobile (whose value shall not exceed $40,000),
owned by NBTB or an affiliate of NBTB, the make, model, and year of which
automobile shall be appropriate to an officer of Executive's rank and which will
be replaced every three years (or earlier if the accumulated mileage exceeds
50,000 miles) with new automobile whose value shall not exceed the sum of
$40,000 escalated by an amount calculated by the finance division of NBTB to
adjust for the effect of inflation upon the $40,000 (an "Inflation Adjustment").
Executive shall be responsible for all expenses of ownership and use of any such
automobile, subject to reimbursement of expenses for business use in accordance
with section 3(h).

          (f)     Country Club Dues.  During the Term of Employment, Executive
                  -----------------
shall be reimbursed for dues and assessments incurred in relation to Executive's
membership at a country club mutually agreed upon by the chief executive officer
of NBTB and the Executive.

     (g)     Withholding.  All compensation to be paid to Executive hereunder
             -----------
shall be subject to required withholding and other taxes.

          (h)  Expenses.  During  the  Term  of  Employment,  Executive shall be
               --------
reimbursed for reasonable travel and other expenses incurred or paid by
Executive in connection with the performance of his services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting information as may from time to time be requested, in accordance with
such policies of NBTB as are in effect as of the Commencement Date and as may be
modified by NBTB from time to time, under such terms as may be applicable to
officers of Executive's rank employed by NBTB or its affiliates.

     4.   Confidential  Business  Information;  Non-Competition.
          -----------------------------------------------------

     (a)  Executive  acknowledges  that  certain  business  methods,  creative
techniques, and technical data of NBTB and its affiliates and the like are
deemed by NBTB to be and are in fact confidential business information of NBTB
or its affiliates or are entrusted to third parties. Such confidential
information includes but is not limited to procedures, methods, sales
relationships developed while in the service of NBTB or its affiliates,
knowledge of customers and their requirements, marketing plans, marketing
information, studies, forecasts, and surveys, competitive analyses, mailing and
marketing lists, new business proposals, lists of vendors, consultants, and
other persons who render service or provide material to NBTB or NBT Bank or
their affiliates, and compositions, ideas, plans, and methods belonging to or
related to the affairs of NBTB or NBT Bank or their affiliates. In this regard,
NBTB asserts proprietary rights in all of its business information and that of
its affiliates except for such information as is clearly in the public domain.
Notwithstanding the foregoing, information that would be generally known or
available to persons skilled in Executive's fields shall be considered to be
"clearly in the public domain" for the purposes of the preceding sentence.
Executive agrees that he will not disclose or divulge to any third party, except
as may be required by his duties hereunder, by law, regulation, or order of a
court or government authority, or as directed by NBTB, nor shall he use to the
detriment of NBTB or its affiliates or use in any business or on behalf of any
business competitive with or substantially similar to any business of NBTB or
NBT Bank or their affiliates, any confidential business information obtained
during the course of his employment by NBTB. The foregoing shall not be
construed as restricting Executive from disclosing such information to the
employees of NBTB or NBT Bank or their affiliates. On or before the Termination
Date, Executive shall promptly deliver to NBTB any and all tangible,
confidential information in his possession.

     (b)  Executive  hereby  agrees  that  from  the  Commencement  Date  until
the first anniversary of the Termination Date, Executive will not (i) interfere
with the relationship of NBTB or NBT Bank or their affiliates with any of their
employees, suppliers, agents, or representatives (including, without limitation,
causing or helping another business to hire any employee of NBTB or NBT Bank or
their affiliates), or (ii) directly or indirectly divert or attempt to divert
from NBTB, NBT Bank or their affiliates any business in which any of them has
been actively engaged during the Term of Employment, nor interfere with the
relationship of NBTB, NBT Bank or their affiliates with any of their customers
or prospective customers.  This paragraph 4(b) shall not, in and of itself,
prohibit Executive from engaging in the banking, trust, or financial services
business in any capacity, including that of an owner or employee.


                                      II-54
<PAGE>
     (c)  Executive  acknowledges  and  agrees  that  irreparable  injury  will
result to NBTB in the event of a breach of any of the provisions of this section
4 (the "Designated Provisions") and that NBTB will have no adequate remedy at
law with respect thereto.  Accordingly, in the event of a material breach of any
Designated Provision, and in addition to any other legal or equitable remedy
NBTB may have, NBTB shall be entitled to the entry of a preliminary and
permanent injunction (including, without limitation, specific performance) by a
court of competent jurisdiction in Chenango County, New York, or elsewhere, to
restrain the violation or breach thereof by Executive, and Executive submits to
the jurisdiction of such court in any such action.

     (d)  It  is  the  desire  and  intent  of  the  parties that the provisions
of this section 4 shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular provision of this section 4 shall be
adjudicated to be invalid or unenforceable, such provision shall be deemed
amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication is made.  In
addition, should any court determine that the provisions of this section 4 shall
be unenforceable with respect to scope, duration, or geographic area, such court
shall be empowered to substitute, to the extent enforceable, provisions similar
hereto or other provisions so as to provide to NBTB, to the fullest extent
permitted by applicable law, the benefits intended by this section 4.

     5.   Life  Insurance.  In  light of the unusual abilities and experience of
          ---------------
Executive, NBTB in its discretion may apply for and procure as owner and for its
own benefit insurance on the life of Executive, in such amount and in such form
as NBTB may choose.  NBTB shall make all payments for such insurance and shall
receive all benefits from it.  Executive shall have no interest whatsoever in
any such policy or policies but, at the request of NBTB, shall submit to medical
examinations and supply such information and execute such documents as may
reasonably be required by the insurance company or companies to which NBTB has
applied for insurance.

     6.   Representations  and  Warranties.
          --------------------------------

     (a)  Executive  represents  and  warrants  to  NBTB  that  his  execution,
delivery, and performance of this Agreement will not result in or constitute a
breach of or conflict with any term, covenant, condition, or provision of any
commitment, contract, or other agreement or instrument, including, without
limitation, any other employment agreement, to which Executive is or has been a
party.

     (b)  Executive  shall  indemnify,  defend,  and  hold  harmless  NBTB  for,
from, and against any and all losses, claims, suits, damages, expenses, or
liabilities, including court costs and counsel fees, which NBTB has incurred or
to which NBTB may become subject, insofar as such losses, claims, suits,
damages, expenses, liabilities, costs, or fees arise out of or are based upon
any failure of any representation or warranty of Executive in section 6(a)
hereof to be true and correct when made.

     7.   Notices.  All  notices,  consents,  waivers,  or  other communications
          -------
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram, by express courier, or sent by registered or certified mail, return
receipt requested, postage prepaid.  All communications shall be addressed to
the appropriate address of each party as follows:

If to NBTB:

     NBT Bancorp Inc.
     52 South Broad Street
     Norwich, New York  13815

     Attention:     Mr. Daryl R. Forsythe
               President and Chief Executive Officer


                                      II-55
<PAGE>
With a required copy to:

     NBT Bancorp Inc. Corporate Counsel

If to Executive:

     Mr. Michael J. Chewens
     2613 Pine Bluff Drive
     Vestal, New York  13850-2909

All such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.

     8.   Assignment.  Neither  party  may  assign  this Agreement or any rights
          ---------
or obligations hereunder without the consent of the other party.

     9.   Governing  Law.  This  Agreement  shall be governed by, construed, and
          -------------
enforced in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of law thereof.  The parties hereby
designate Chenango County, New York to be the proper jurisdiction and venue for
any suit or action arising out of this Agreement.  Each of the parties consents
to personal jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with respect to this Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested, or to its registered agent for service of process in the
State of New York.  Each of the parties irrevocably and unconditionally waives
and agrees, to the fullest extent permitted by law, not to plead any objection
that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the
transactions contemplated thereby brought in the courts aforesaid.

     10.  Entire  Agreement.  This  Agreement  constitutes  the  entire
          ----------------
understanding among NBTB and Executive relating to the subject matter hereof.
Any previous agreements or understandings between the parties hereto or between
Executive and NBT Bank or any of its affiliates regarding the subject matter
hereof, including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement.  Neither this Agreement
nor any provisions hereof can be modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge, or termination is sought.

     11.  Illegality;  Severability.
             ------------------------

          (a)  Anything  in  this  Agreement  to  the  contrary notwithstanding,
this Agreement is not intended and shall not be construed to require any payment
to Executive which would violate any federal or state statute or regulation,
including without limitation the "golden parachute payment regulations" of the
Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of
Federal Regulations.

          (b)  If  any  provision  or provisions of this Agreement shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever:

               (i)  the  validity,  legality,  and  enforceability  of  the
remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and

               (ii) to  the  fullest  extent  possible,  the  provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provisions held to be invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

     12.  Arbitration.  Subject  to  the  right  of  each party to seek specific
          -----------
performance (which right shall not be subject to arbitration), if a dispute
arises out of or related to this Agreement, or the breach thereof, such dispute
shall be referred to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA").  A dispute subject to the
provisions of this section will exist if either party notifies the other party
in writing that a dispute subject to arbitration exists and states, with


                                      II-56
<PAGE>
reasonable specificity, the issue subject to arbitration (the "Arbitration
Notice").  The parties agree that, after the issuance of the Arbitration Notice,
the parties will try in good faith to resolve the dispute by mediation in
accordance with the Commercial Rules of Arbitration of AAA between the date of
the issuance of the Arbitration Notice and the date the dispute is set for
arbitration.  If the dispute is not settled by the date set for arbitration,
then any controversy or claim arising out of this Agreement or the breach hereof
shall be resolved by binding arbitration and judgment upon any award rendered by
arbitrator(s) may be entered in a court having jurisdiction.  Any person serving
as a mediator or arbitrator must have at least ten years' experience in
resolving commercial disputes through arbitration.  In the event any claim or
dispute involves an amount in excess of $100,000, either party may request that
the matter be heard by a panel of three arbitrators; otherwise all matters
subject to arbitration shall be heard and resolved by a single arbitrator.  The
arbitrator shall have the same power to compel the attendance of witnesses and
to order the production of documents or other materials and to enforce discovery
as could be exercised by a United States District Court judge sitting in the
Northern District of New York.  In the event of any arbitration, each party
shall have a reasonable right to conduct discovery to the same extent permitted
by the Federal Rules of Civil Procedure, provided that such discovery shall be
concluded within ninety days after the date the matter is set for arbitration.
In the event of any arbitration, the arbitrator or arbitrators shall have the
power to award reasonable attorney's fees to the prevailing party.  Any
provision in this Agreement to the contrary notwithstanding, this section shall
be governed by the Federal Arbitration Act and the parties have entered into
this Agreement pursuant to such Act.

     13.  Costs  of  Litigation.  In  the  event  litigation  is  commenced  to
          ---------------------
enforce any of the provisions hereof, or to obtain declaratory relief in
connection with any of the provisions hereof, the prevailing party shall be
entitled to recover reasonable attorney's fees.  In the event this Agreement is
asserted in any litigation as a defense to any liability, claim, demand, action,
cause of action, or right asserted in such litigation, the party prevailing on
the issue of that defense shall be entitled to recovery of reasonable attorney's
fees.

     14.  Affiliation.  A  company  will  be deemed to be "affiliated" with NBTB
          -----------
or NBT Bank according to the definition of "Affiliate" set forth in Rule 12b-2
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.

     15.  Headings.  The  section  and  subsection  headings  herein  have  been
          --------
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.


                                      II-57
<PAGE>
     IN WITNESS WHEREOF, the parties hereto executed or caused this Agreement to
be executed as of the day and year first above written.


                                       NBT BANCORP INC.



                                       By:     /s/ Daryl R. Forsythe
                                       Daryl R. Forsythe
                                       Chairman, President and
                                       Chief Executive Officer


                                       MICHAEL J. CHEWENS



                                       /s/ Michael J. Chewens


                                      II-58
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>19
<FILENAME>doc18.txt
<TEXT>


                                  Exhibit 10.27
    Form of Employment Agreement between NBT Bancorp Inc. and David E. Raven
                          made as of January 1, 2002.


                                      II-59
<PAGE>
                         EMPLOYMENT AGREEMENT (REVISED)


     This EMPLOYMENT AGREEMENT (the "Agreement") made and entered into as of
this first day of August, 2001 and amended on January 1, 2002, by and between
DAVID E. RAVEN ("Executive") and NBT BANCORP INC., a Delaware corporation having
its principal office in Norwich, New York ("NBTB")

                         W I T N E S S E T H   T H A T :

     WHEREAS, Executive is an executive vice president of NBTB and president and
chief operating officer of Pennstar Bank, a Division of NBT Bank, National
Association, a national banking association which is a wholly-owned subsidiary
of NBTB ("NBT Bank");

     WHEREAS, NBTB desires to secure the continued employment of Executive,
subject to the provisions of this Agreement; and

     WHEREAS, Executive is desirous of entering into the Agreement for such
periods and upon the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, intending to be legally bound, the parties
agree as follows:

     1.   Employment;  Responsibilities  and  Duties.
          ------------------------------------------

          (a)  NBTB  and  NBT  Bank  hereby  agrees  to  employ Executive and to
cause Pennstar Bank and any successor organization to Pennstar Bank to employ
Executive, and Executive hereby agrees to serve as an executive vice president
of NBTB and president and chief operating officer of Pennstar Bank, during the
Term of Employment.  Executive shall have such executive duties,
responsibilities, and authority as shall be set forth in the bylaws of NBTB and
NBT Bank or as may otherwise be determined by NBTB or NBT Bank. During the Term
of Employment, Executive shall report directly to the chief executive officer of
NBT Bank and dotted line to the Chairman of the Board of Pennstar Bank.

          (b)  Executive  shall  devote  his  full working time and best efforts
to the performance of his responsibilities and duties hereunder.  During the
Term of Employment, Executive shall not, without the prior written consent of
the chief executive officer of NBT Bank, render services as an employee,
independent contractor, or otherwise, whether or not compensated, to any person
or entity other than NBTB or its affiliates; provided that Executive may, where
involvement in such activities does not individually or in the aggregate
significantly interfere with the performance by Executive of his duties or
violate the provisions of section 4 hereof, (i) render services to charitable
organizations, (ii) manage his personal investments, and (iii) with the prior
permission of the chief executive officer of NBT Bank, hold such other
directorships or part-time academic appointments or have such other business
affiliations as would otherwise be prohibited under this section 1.

     2.   Term  of  Employment.
          --------------------

          (a)  The  term  of  this Agreement ("Term of Employment") shall be the
period commencing on the date of this Agreement (the "Commencement Date") and
continuing until the Termination Date, which shall mean the earliest to occur
of:

               (i)  January  1,  2005  provided,  however  that  on  January  1,
2003, and on each January 1 thereafter, the Term  of Employment shall
automatically extend itself by one additional year;

               (ii) the  death  of  Executive;

               (iii)  Executive's  inability  to  perform  his duties hereunder,
as a result of physical or mental disability as reasonably determined by the
personal physician of Executive, for a period of at least 180 consecutive days
or for at least 180 days during any period of twelve consecutive months during
the Term of Employment; or


                                      II-60
<PAGE>
               (iv) the  discharge  of  Executive  by  NBTB  "for  cause," which
shall mean one or more of the following:

                    (A)  any  willful  or  gross  misconduct  by  Executive with
respect to the business and affairs of NBTB or Pennstar Bank, or with respect to
any of its affiliates for which Executive is assigned material responsibilities
or duties;

                    (B)  the  conviction  of  Executive  of  a felony (after the
earlier of the expiration of any applicable appeal period without perfection of
an appeal by Executive or the denial of any appeal as to which no further appeal
or review is available to Executive) whether or not committed in the course of
his employment by NBTB;

                    (C)  Executive's  willful  neglect,  failure,  or refusal to
carry out his duties hereunder in a reasonable manner (other than any such
failure resulting from disability or death or from termination by Executive for
Good Reason, as hereinafter defined) after a written demand for substantial
performance is delivered to Executive that specifically identifies the manner in
which NBTB believes that Executive has not substantially performed his duties
and Executive has not resumed substantial performance of his duties on a
continuous basis within thirty days of receiving such demand; or

                    (D)  the  breach  by  Executive  of  any  representation  or
warranty in section 6(a) hereof or of any agreement contained in section 1, 4,
5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its
affiliates for which Executive is assigned material responsibilities or duties;
or

               (v)  Executive's  resignation  from  his  position  as  executive
vice president of NBTB or as president and chief operating officer of Pennstar
Bank other than for "Good Reason," as hereinafter defined; or

               (vi) the  termination  of  Executive's  employment  by  NBTB
"without cause," which shall be for any reason other than those set forth in
subsections (i), (ii), (iii), (iv), or (v) of this section 2(a), at any time,
upon the thirtieth day following notice to Executive; or

               (vii)  Executive's  resignation  for  "Good  Reason."

"Good Reason" shall mean, without Executive's express written consent,
reassignment of Executive to a position other than executive vice president of
NBTB or as president and chief operating officer of  Pennstar Bank other than
for "Cause," or a decrease in the amount or level of Executive's salary or
benefits from the amount or level established in section 3 hereof.

          (b)  In  the  event  that  the  Term of Employment shall be terminated
for any reason other than that set forth in section 2(a)(vi) or 2(a)(vii)
hereof, Executive shall be entitled to receive, upon the occurrence of any such
event:

               (i)  any  salary  (as  hereinafter  defined)  payable pursuant to
section 3(a)(i) hereof which shall have accrued as of the Termination Date; and

               (ii) such  rights  as  Executive  shall  have  accrued  as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof.

          (c)  In  the  event  that  the  Term of Employment shall be terminated
for the reason set forth in section 2(a)(vi) or 2(a)(vii) hereof, Executive
shall be entitled to receive:

               (i)  any  salary  payable  pursuant  to  section  3(a)(i)  hereof
which shall have accrued as of the Termination Date, and, for the period
commencing on the date immediately following the Termination Date and ending
upon and including the latest of January 1, 2005, the date to which the Term of
Employment shall (as of the Termination Date) have automatically extended itself
under section 2(a)(i) hereof, or the second anniversary of the Termination Date,
salary payable at the rate established pursuant to section 3(a)(i) hereof, in a
manner consistent with the normal payroll practices of NBTB with respect to
executive personnel as presently in effect or as they may be modified by NBTB
from time to time; and


                                      II-61
<PAGE>
               (ii) such  rights  as  Executive  may  have  accrued  as  of  the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof;
and

               (iii)  if,  within  eighteen  (18)  months  following  the
Termination Date, Executive should sell his principal residence in the Scranton
Rand McNally Metropolitan Area as determined by Rand McNally & Company (the
"Scranton RMA") and relocate to a place outside of the Scranton RMA, (A)
reimbursement for any shortfall between the net proceeds on the sale of his
principal residence and the purchase prince, including direct, necessary and
reasonable transaction costs incurred in connection with such purchase, as
determined by the finance division of NBTB, for such residence, and including
direct, necessary and reasonable expenses, as determined by the finance division
of NBTB, incurred to prepare the residence for sale, (B) reimbursement for
direct, necessary and reasonable expenses, as determined by the finance division
of NBTB, incurred in connection with the sale of such residence not already
included as part of the reimbursement under (A) above, and (C) an amount
necessary to pay all federal, state and local income taxes resulting from any
reimbursement made pursuant to (A) and (B) (including any additional federal
state and local income taxes resulting from the payment hereunder of such
taxes), the intent being that Executive shall be paid an additional amount (the
"Gross-Up") such that the net amount retained by the Executive, after deduction
of such federal, state and local income taxes resulting from the reimbursement
under (A) and (B) shall be equal to the amount of the reimbursement under (A)
and (B) before payment of such taxes; for purposes of determining the amount of
the Gross-Up, Executive shall be deemed to pay federal, state and local income
taxes at the highest marginal rate of taxation in effect in the calendar year in
which the reimbursement is made.  Amounts due under this subsection shall be
paid as soon as administratively practicable, but in no event later than ninety
(90) days after the date of the sale of Executive's principal residence.

     Notwithstanding the foregoing, in the event the Executive is reimbursed,
entitled to reimbursement, or is paid any amounts by an entity or entities other
than NBTB or Pennstar Bank or any affiliate or successor thereof (the "Third
Party"), for any amounts for which Executive has received, or is entitled to
receive, reimbursement under (A) or (B) above with respect to the sale of his
principal residence or any Gross-Up under (C) above, the Executive agrees:

(1)  with  regard  to  amounts  already  paid  by  NBTB  or Pennstar Bank or any
     affiliate or successor thereof (hereinafter referred to collectively as the
     "Company"), the Executive shall notify the Company of all amounts received
     or due from the Third Party, and shall reimburse the Company in an amount
     equal to the amount so received or due from the Third Party up to the
     amount the Company paid to the Executive under (A), (B), and (C) above; and

(2)  with  regard  to  amounts  due  but  not  yet  paid  by  the Company to the
     Executive, the Executive shall notify the Company of any amounts received
     or due from the Third Party, and the Executive agrees that the Company
     shall reduce the amount due under (A), (B), and (C) above by the amount the
     Executive has been paid or is entitled to be paid by the Third Party up to
     the amount due the Executive from the Company.

          (d)  Any  provision  of  this  section  2  to  the  contrary
notwithstanding, in the event that the employment of Executive with NBTB is
terminated in any situation described in section 3 of the change-in-control
letter agreement dated July 23, 2001 between NBTB and Executive (the
"Change-in-Control Agreement") so as to entitle Executive to a severance payment
and other benefits described in section 3 of the Change-in-Control Agreement,
then Executive shall be entitled to receive the following, and no more, under
this section 2:

               (i)  any  salary  payable  pursuant  to  section  3(a)(i)  hereof
which shall have accrued as of the Termination Date;

               (ii) such  rights  as  Executive  shall  have  accrued  as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof;
and


                                      II-62
<PAGE>
               (iii)  the  severance  payment  and  other  benefits  provided in
the Change-in-Control Agreement; and

               (iv) if,  within  eighteen  (18)  months  following
the Termination Date, Executive should sell his principal residence in the
Scranton RMA and relocate to a place outside of the Scranton RMA, (A)
reimbursement for any shortfall between the net proceeds on the sale of his
principal residence and the purchase price, including direct, necessary and
reasonable transaction costs incurred in connection with such purchase, as
determined by the finance division of NBT Bank, for such residence, and
including direct, necessary and reasonable expenses, as determined by the
finance division of NBT Bank, incurred to prepare the residence for sale, (B)
reimbursement for direct, necessary and reasonable expenses, as determined by
the finance division of NBT Bank, incurred in connection with the sale of such
residence not already included as part of the reimbursement under (A) above, and
(C) the Gross-Up, the intent being that the net amount retained by the
Executive, after deduction of such federal, state and local income taxes
resulting from the reimbursement under (A) and (B) shall be equal to the amount
of the reimbursement under (A) and (B) before payment of such taxes; for
purposes of determining the amount of the Gross-Up, Executive shall be deemed to
pay federal, state and local income taxes at the highest marginal rate of
taxation in effect in the calendar year in which the reimbursement is made.
Amounts due under this subsection shall be paid as soon as administratively
practicable, but in no event later than ninety (90) days after the date of the
sale of Executive's principal residence.

     Notwithstanding the foregoing, in the event the Executive is reimbursed,
entitled to reimbursement, or is paid any amounts by a Third Party, for any
amounts for which Executive has received, or is entitled to receive,
reimbursement under (A) or (B) above with respect to the sale of his principal
residence or any Gross-Up under (C) above, the Executive agrees:
(3)  with  regard  to  amounts  already paid by the Company, the Executive shall
     notify the Company of all amounts received or due from the Third Party, and
     shall reimburse the Company in an amount equal to the amount so received or
     due from the Third Party up to the amount the Company paid to the Executive
     under  (A),  (B),  and  (C)  above;  and

(4)  with  regard  to  amounts  due  but  not  yet  paid  by  the Company to the
     Executive,  the  Executive shall notify the Company of any amounts received
     or  due  from  the  Third  Party, and the Executive agrees that the Company
     shall reduce the amount due under (A), (B), and (C) above by the amount the
     Executive  has been paid or is entitled to be paid by the Third Party up to
     the  amount  due  the  Executive  from  the  Company.

     3.   Compensation.  For  the  services  to  be  performed  by Executive for
          ------------
NBTB and its affiliates under this Agreement, Executive shall be compensated in
the following manner:

          (a)  Salary.  During  the  Term  of  Employment:
               ------

               (i)  NBTB  shall  pay  Executive  a  salary  which,  on an annual
basis, shall not be less than $200,000 during the Term of Employment, assuming
Executive performs competently.  Salary shall be payable in accordance with the
normal payroll practices of NBTB with respect to executive personnel as
presently in effect or as they may be modified by NBTB from time to time.

               (ii) Commencing  on  January  1,  2003,  Executive  shall  be
entitled to annual salary increases of 8 percent each subsequent January during
the Term of Employment, and shall be eligible to be considered for further
salary increases, upon review, in accordance with the compensation policies of
NBTB with respect to executive personnel as presently in effect or as they may
be modified by NBTB from time to time.

     (iii) Executive shall be eligible for performance bonuses commensurate
      with the Executive's title and salary grade, in accordance with the
      compensation policies of NBTB with respect to executive personnel as
    presently in effect or as they may be modified by NBTB from time to time.

          (b)  Employee  Benefit  Plans  or  Arrangements.  During  the  Term of
               ------------------------------------------
Employment, Executive shall be entitled to participate in all employee benefit
plans of NBTB, as presently in effect or as they may be modified by NBTB from


                                      II-63
<PAGE>
time to time, under such terms as may be applicable to officers of Executive's
rank employed by NBTB or its affiliates, including, without limitation, plans
providing retirement benefits, stock options, medical insurance, life insurance,
disability insurance, and accidental death or dismemberment insurance, provided
that there be no duplication of such benefits as are provided under any other
provision of this Agreement.

          (c)  Stock  Options.  Each  January  or  February  annually during the
               -------------
Term of Employment, NBTB will cause Executive to be granted a non-statutory
("non-qualified") stock option (each an "Option") to purchase the number of
shares of the common stock of NBTB, $0.01 par value (the "NBTB Common Stock"),
pursuant to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any
appropriate successor plan (the "Stock Option Plan"), computed by using a
formula approved by NBTB that is commensurate with the Executive's title and
salary grade.    The option exercise price per share of the shares subject to
each Option shall be such Fair Market Value, and the terms, conditions of
exercise, and vesting schedule of such Option shall be as set forth in section 8
of the Stock Option Plan.

          (d)  Vacation  and  Sick  Leave.  During  the  Term  of  Employment,
               -----------------------
Executive shall be entitled to paid annual vacation periods and sick leave in
accordance with the policies of NBTB as in effect as of the Commencement Date or
as may be modified by NBTB from time to time as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event less than
four weeks of paid vacation per year.

          (e)  Automobile.  During  the  Term  of Employment, Executive shall be
               ----------
entitled to the use of an automobile (whose value shall not exceed $40,000),
owned by NBTB or an affiliate of NBTB, the make, model, and year of which
automobile shall be appropriate to an officer of Executive's rank and which will
be replaced every three years (or earlier if the accumulated mileage exceeds
50,000 miles) with new automobile whose value shall not exceed the sum of
$40,000 escalated by an amount calculated by the finance division of NBTB to
adjust for the effect of inflation upon the $40,000 (an "Inflation Adjustment").
Executive shall be responsible for all expenses of ownership and use of any such
automobile, subject to reimbursement of expenses for business use in accordance
with section 3(h).

          (f)  Country  Club  Dues.  During  the  Term  of Employment, Executive
               -------------------
shall be reimbursed for dues and assessments incurred in relation to Executive's
membership at a country club mutually agreed upon by the chief executive officer
of NBT Bank and the Executive.

          (g)  Withholding.  All  compensation  to  be  paid  to  Executive
               -----------
hereunder shall be subject to required withholding and other taxes.

          (h)  Expenses.  During  the  Term  of  Employment,  Executive shall be
               --------
reimbursed for reasonable travel and other expenses incurred or paid by
Executive in connection with the performance of his services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting information as may from time to time be requested, in accordance with
such policies of NBTB as are in effect as of the Commencement Date and as may be
modified by NBTB from time to time, under such terms as may be applicable to
officers of Executive's rank employed by NBTB or its affiliates.


                                      II-64
<PAGE>
     4.   Confidential  Business  Information;  Non-Competition.
          --------------------------------------------------

          (a)  Executive  acknowledges  that  certain business methods, creative
techniques, and technical data of NBTB and its affiliates and the like are
deemed by NBTB to be and are in fact confidential business information of NBTB
or its affiliates or are entrusted to third parties.  Such confidential
information includes but is not limited to procedures, methods, sales
relationships developed while in the service of NBTB or its affiliates,
knowledge of customers and their requirements, marketing plans, marketing
information, studies, forecasts, and surveys, competitive analyses, mailing and
marketing lists, new business proposals, lists of vendors, consultants, and
other persons who render service or provide material to NBTB or Pennstar Bank or
their affiliates, and compositions, ideas, plans, and methods belonging to or
related to the affairs of NBTB or Pennstar Bank or their affiliates.  In this
regard, NBTB asserts proprietary rights in all of its business information and
that of its affiliates except for such information as is clearly in the public
domain.  Notwithstanding the foregoing, information that would be generally
known or available to persons skilled in Executive's fields shall be considered
to be "clearly in the public domain" for the purposes of the preceding sentence.
Executive agrees that he will not disclose or divulge to any third party, except
as may be required by his duties hereunder, by law, regulation, or order of a
court or government authority, or as directed by NBTB, nor shall he use to the
detriment of NBTB or its affiliates or use in any business or on behalf of any
business competitive with or substantially similar to any business of NBTB or
Pennstar Bank or their affiliates, any confidential business information
obtained during the course of his employment by NBTB.  The foregoing shall not
be construed as restricting Executive from disclosing such information to the
employees of NBTB or Pennstar Bank or their affiliates.  On or before the
Termination Date, Executive shall promptly deliver to NBTB any and all tangible,
confidential information in his possession.

          (b)  Executive  hereby  agrees  that  from the Commencement Date until
the first anniversary of the Termination Date, Executive will not (i) interfere
with the relationship of NBTB or Pennstar Bank or their affiliates with any of
their employees, suppliers, agents, or representatives (including without
limitation, causing or helping another business to hire any employee of NBTB or
Pennstar Bank or their affiliates), or (ii) directly or indirectly divert or
attempt to divert from NBTB, Pennstar Bank or their affiliates any business in
which any of them has been actively engaged during the Term of Employment, nor
interfere with the relationship of NBTB, Pennstar Bank or their affiliates with
any of their customers or prospective customers. This paragraph 4(b) shall not,
in and of itself, prohibit Executive from engaging in the banking, trust, or
financial services business in any capacity, including that of an owner or
employee.

          (c)  Executive  acknowledges  and  agrees that irreparable injury will
result to NBTB in the event of a breach of any of the provisions of this section
4 (the "Designated Provisions") and that NBTB will have no adequate remedy at
law with respect thereto.  Accordingly, in the event of a material breach of any
Designated Provision, and in addition to any other legal or equitable remedy
NBTB may have, NBTB shall be entitled to the entry of a preliminary and
permanent injunction (including, without limitation, specific performance) by a
court of competent jurisdiction in Chenango County, New York, or elsewhere, to
restrain the violation or breach thereof by Executive, and Executive submits to
the jurisdiction of such court in any such action.

          (d)  It  is  the  desire and intent of the parties that the provisions
of this section 4 shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular provision of this section 4 shall be
adjudicated to be invalid or unenforceable, such provision shall be deemed
amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication is made.  In
addition, should any court determine that the provisions of this section 4 shall
be unenforceable with respect to scope, duration, or geographic area, such court
shall be empowered to substitute, to the extent enforceable, provisions similar
hereto or other provisions so as to provide to NBTB, to the fullest extent
permitted by applicable law, the benefits intended by this section 4.

     5.   Life  Insurance.  In  light of the unusual abilities and experience of
          ---------------
Executive, NBTB in its discretion may apply for and procure as owner and for its
own benefit insurance on the life of Executive, in such amount and in such form
as NBTB may choose.  NBTB shall make all payments for such insurance and shall
receive all benefits from it.  Executive shall have no interest whatsoever in
any such policy or policies but, at the request of NBTB, shall submit to medical
examinations and supply such information and execute such documents as may
reasonably be required by the insurance company or companies to which NBTB has
applied for insurance.


                                      II-65
<PAGE>
     6.   Representations  and  Warranties.
          --------------------------------

          (a)  Executive  represents  and  warrants  to NBTB that his execution,
delivery, and performance of this Agreement will not result in or constitute a
breach of or conflict with any term, covenant, condition, or provision of any
commitment, contract, or other agreement or instrument, including, without
limitation, any other employment agreement, to which Executive is or has been a
party.

          (b)  Executive  shall  indemnify,  defend, and hold harmless NBTB for,
from, and against any and all losses, claims, suits, damages, expenses, or
liabilities, including court costs and counsel fees, which NBTB has incurred or
to which NBTB may become subject, insofar as such losses, claims, suits,
damages, expenses, liabilities, costs, or fees arise out of or are based upon
any failure of any representation or warranty of Executive in section 6(a)
hereof to be true and correct when made.

     7.   Notices.  All  notices,  consents,  waivers,  or  other communications
          -------
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram, by express courier, or sent by registered or certified mail, return
receipt requested, postage prepaid.  All communications shall be addressed to
the appropriate address of each party as follows:

If to NBTB:

     NBT Bancorp Inc.
     52 South Broad Street
     Norwich, New York  13815

     Attention:     Mr. Daryl R. Forsythe
                    Chairman, President and
                    Chief Executive Officer

With a required copy to:

     NBT BANCORP INC. CORPORATE COUNSEL


If to Executive:

     Mr. David E. Raven
     913 Parkview Road
     Moscow, PA  18444

All such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.

     8.   Assignment.  Neither  party  may  assign  this Agreement or any rights
          ----------
or obligations hereunder without the consent of the other party.

     9.   Governing  Law.  This  Agreement  shall be governed by, construed, and
          --------------
enforced in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of law thereof.  The parties hereby
designate Chenango County, New York to be the proper jurisdiction and venue for
any suit or action arising out of this Agreement.  Each of the parties consents
to personal jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with respect to this Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested, or to its registered agent for service of process in the
State of New York.  Each of the parties irrevocably and unconditionally waives
and agrees, to the fullest extent permitted by law, not to plead any objection
that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the
transactions contemplated thereby brought in the courts aforesaid.


                                      II-66
<PAGE>
     10.  Entire  Agreement.  This  Agreement  constitutes  the  entire
          ----------------
understanding among NBTB and Executive relating to the subject matter hereof.
Any previous agreements or understandings between the parties hereto or between
Executive and Pennstar Bank or any of its affiliates regarding the subject
matter hereof, including without limitation the terms and conditions of
employment, compensation, benefits, retirement, competition following
employment, and the like, are merged into and superseded by this Agreement.
Neither this Agreement nor any provisions hereof can be modified, changed,
discharged, or terminated except by an instrument in writing signed by the party
against whom any waiver, change, discharge, or termination is sought.

     11.  Illegality;  Severability.
          -------------------------

          (a)  Anything  in  this  Agreement  to  the  contrary notwithstanding,
this Agreement is not intended and shall not be construed to require any payment
to Executive which would violate any federal or state statute or regulation,
including without limitation the "golden parachute payment regulations" of the
Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of
Federal Regulations.

          (b)  If  any  provision  or provisions of this Agreement shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever:

               (i)  the  validity,  legality,  and  enforceability  of  the
remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and

               (ii) to  the  fullest  extent  possible,  the  provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provisions held to be invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

     12.  Arbitration.  Subject  to  the  right  of  each party to seek specific
          -----------
performance (which right shall not be subject to arbitration), if a dispute
arises out of or related to this Agreement, or the breach thereof, such dispute
shall be referred to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA").  A dispute subject to the
provisions of this section will exist if either party notifies the other party
in writing that a dispute subject to arbitration exists and states, with
reasonable specificity, the issue subject to arbitration (the "Arbitration
Notice").  The parties agree that, after the issuance of the Arbitration Notice,
the parties will try in good faith to resolve the dispute by mediation in
accordance with the Commercial Rules of Arbitration of AAA between the date of
the issuance of the Arbitration Notice and the date the dispute is set for
arbitration.  If the dispute is not settled by the date set for arbitration,
then any controversy or claim arising out of this Agreement or the breach hereof
shall be resolved by binding arbitration and judgment upon any award rendered by
arbitrator(s) may be entered in a court having jurisdiction.  Any person serving
as a mediator or arbitrator must have at least ten years' experience in
resolving commercial disputes through arbitration.  In the event any claim or
dispute involves an amount in excess of $100,000, either party may request that
the matter be heard by a panel of three arbitrators; otherwise all matters
subject to arbitration shall be heard and resolved by a single arbitrator.  The
arbitrator shall have the same power to compel the attendance of witnesses and
to order the production of documents or other materials and to enforce discovery
as could be exercised by a United States District Court judge sitting in the
Northern District of New York.  In the event of any arbitration, each party
shall have a reasonable right to conduct discovery to the same extent permitted
by the Federal Rules of Civil Procedure, provided that such discovery shall be
concluded within ninety days after the date the matter is set for arbitration.
In the event of any arbitration, the arbitrator or arbitrators shall have the
power to award reasonable attorney's fees to the prevailing party.  Any
provision in this Agreement to the contrary notwithstanding, this section shall
be governed by the Federal Arbitration Act and the parties have entered into
this Agreement pursuant to such Act.

     13.  Costs  of  Litigation.  In  the  event  litigation  is  commenced  to
          -------------------
enforce any of the provisions hereof, or to obtain declaratory relief in
connection with any of the provisions hereof, the prevailing party shall be
entitled to recover reasonable attorney's fees.  In the event this Agreement is
asserted in any litigation as a defense to any liability, claim, demand, action,
cause of action, or right asserted in such litigation, the party prevailing on
the issue of that defense shall be entitled to recovery of reasonable attorney's
fees.

     14.  Affiliation.  A  company  will  be deemed to be "affiliated" with NBTB
          -----------
or Pennstar Bank according to the definition of "Affiliate" set forth in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended.


                                      II-67
<PAGE>
     15.  Headings.  The  section  and  subsection  headings  herein  have  been
          --------
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.

     IN WITNESS WHEREOF, the parties hereto executed or caused this Agreement to
be executed as of the day and year first above written.

                                           NBT BANCORP INC.


                                           By: /s/ Daryl R. Forsythe
                                           Daryl R. Forsythe
                                           Chairman, President and
                                           Chief Executive Officer


                                           DAVID E. RAVEN

                                           /s/ David E. Raven


                                      II-68
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>20
<FILENAME>doc19.txt
<TEXT>


                                  Exhibit 10.29
  Form of Employment Agreement between NBT Bancorp Inc. and Lance D. Mattingly
                          made as of January 1, 2002.


                                      II-69
<PAGE>
                         EMPLOYMENT AGREEMENT (REVISED)

     This EMPLOYMENT AGREEMENT (the "Agreement") made and entered into this
first day of May, 2001 and revised on January 1, 2002, by and between LANCE D.
MATTINGLY ("Executive") and NBT BANCORP INC., a Delaware corporation having its
principal office in Norwich, New York ("NBTB")

W I T N E S S E T H   T H A T :

     WHEREAS, Executive is the executive vice president and chief information
officer of NBTB and  National Bank, National Association, a national banking
association which is a wholly-owned subsidiary of NBTB ("NBT Bank");

     WHEREAS, NBTB DESIRES TO SECURE THE CONTINUED EMPLOYMENT OF EXECUTIVE,
                         SUBJECT TO THE PROVISIONS OF THIS AGREEMENT; AND

     WHEREAS, Executive is desirous of entering into the Agreement for such
periods and upon the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, intending to be legally bound, the parties
agree as follows:

     1.   EMPLOYMENT;  RESPONSIBILITIES  AND  DUTIES.
          ------------------------------------------

          (a)  NBTB  hereby  agrees  to  employ  Executive and to cause NBT Bank
and any successor organization to NBT Bank to employ Executive, and Executive
hereby agrees to serve as the executive vice president and chief information
officer of NBTB and NBT Bank and any successor organization to NBTB or NBT Bank,
as applicable during the Term of Employment.  Executive shall have such
executive duties, responsibilities, and authority as shall be set forth in the
bylaws of NBTB or NBT Bank or as may otherwise be determined by NBTB or by NBT
Bank.  During the Term of Employment, Executive shall report directly to the
chief executive officer of NBTB.

          (b)  Executive  shall  devote  his  full working time and best efforts
to the performance of his responsibilities and duties hereunder. During the Term
of Employment, Executive shall not, without the prior written consent of the
chief executive officer of NBTB, render services as an employee, independent
contractor, or otherwise, whether or not compensated, to any person or entity
other than NBTB or its affiliates; provided that Executive may, where
involvement in such activities does not individually or in the aggregate
significantly interfere with the performance by Executive of his duties or
violate the provisions of section 4 hereof, (i) render services to charitable
organizations, (ii) manage his personal investments, and (iii) with the prior
permission of the chief executive officer of NBTB, hold such other directorships
or part-time academic appointments or have such other business affiliations as
would otherwise be prohibited under this section 1.

     2.   TERM  OF  EMPLOYMENT.
          --------------------

          (a)  The  term  of  this Agreement ("Term of Employment") shall be the
period commencing on the date of this Agreement (the "Commencement Date") and
continuing until the Termination Date, which shall mean the earliest to occur
of:

               (i)  the  second  anniversary  of  the  Commencement  Date;

               (ii) the  death  of  Executive;

               (iii)  Executive's  inability  to  perform  his duties hereunder,
as a result of physical or mental disability as reasonably determined by the
personal physician of Executive, for a period of at least 180 consecutive days
or for at least 180 days during any period of twelve consecutive months during
the Term of Employment; or

               (iv) the  discharge  of  Executive  by  NBTB  "for  cause," which
shall mean one or more of the following:


                                      II-70
<PAGE>
                    (A)  any  willful  or  gross  misconduct  by  Executive with
respect to the business and affairs of NBTB or NBT Bank, or with respect to any
of its affiliates for which Executive is assigned material responsibilities or
duties;

                    (B)  the  conviction  of  Executive  of  a felony (after the
earlier of the expiration of any applicable appeal period without perfection of
an appeal by Executive or the denial of any appeal as to which no further appeal
or review is available to Executive) whether or not committed in the course of
his employment by NBTB;

                    (C)  Executive's  willful  neglect,  failure,  or refusal to
carry out his duties hereunder in a reasonable manner (other than any such
failure resulting from disability or death or from termination by Executive for
Good Reason, as hereinafter defined) after a written demand for substantial
performance is delivered to Executive that specifically identifies the manner in
which NBTB believes that Executive has not substantially performed his duties
and Executive has not resumed substantial performance of his duties on a
continuous basis within thirty days of receiving such demand; or

                    (D)  the  breach  by  Executive  of  any  representation  or
warranty in section 6(a) hereof or of any agreement contained in section 1, 4,
5, or 6(b) hereof, which breach is material and adverse to NBTB or any of its
affiliates for which Executive is assigned material responsibilities or duties;
or

               (v)  Executive's  resignation  from  his  position  as  president
and chief operating officer of NBT Bank other than for "Good Reason," as
hereinafter defined; or

               (vi) the  termination  of  Executive's  employment  by  NBTB
"without cause," which shall be for any reason other than those set forth in
subsections (i), (ii), (iii), (iv), or (v) of this section 2(a), at any time,
upon the thirtieth day following notice to Executive; or

               (vii)  Executive's  resignation  for  "Good  Reason."

"Good Reason" shall mean, without Executive's express written consent,
reassignment of Executive to a position other than as president and chief
operating officer of  NBT Bank other than for "Cause," or a decrease in the
amount or level of Executive's salary or benefits from the amount or level
established in section 3 hereof.

          (b)  In  the  event  that  the  Term of Employment shall be terminated
for any reason other than that set forth in section 2(a)(vi) or 2(a)(vii)
hereof, Executive shall be entitled to receive, upon the occurrence of any such
event:

               (i)  any  salary  (as  hereinafter  defined)  payable pursuant to
section 3(a)(i) hereof which shall have accrued as of the Termination Date; and

               (ii) such  rights  as  Executive  shall  have  accrued  as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof.

          (c)  In  the  event  that  the  Term of Employment shall be terminated
for the reason set forth in section 2(a)(vi) or 2(a)(vii) hereof, Executive
shall be entitled to receive:

               (i)  any  salary  payable  pursuant  to  section  3(a)(i)  hereof
which shall have accrued as of the Termination Date, and, for the 24 month
period commencing on the date immediately following the Termination Date, salary
payable at the rate established pursuant to section 3(a)(i) hereof, in a manner
consistent with the normal payroll practices of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time; and

               (ii) such  rights  as  Executive  may  have  accrued  as  of  the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(h)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(d) hereof.


                                      II-71
<PAGE>
               (iii)  if,  within  eighteen  (18)  months  following  the
Termination Date, Executive should sell his principal residence in the Syracuse
Rand McNally Metropolitan Area as determined by Rand McNally & Company (the
"Syracuse RMA") and relocate to a place outside of the Syracuse RMA, (A)
reimbursement for any shortfall between the net proceeds on the sale of his
principal residence and the purchase prince, including direct, necessary and
reasonable transaction costs incurred in connection with such purchase, as
determined by the finance division of NBTB, for such residence, and including
direct, necessary and reasonable expenses, as determined by the finance division
of NBTB, incurred to prepare the residence for sale, (B) reimbursement for
direct, necessary and reasonable expenses, as determined by the finance division
of NBTB, incurred in connection with the sale of such residence not already
included as part of the reimbursement under (A) above, and (C) an amount
necessary to pay all federal, state and local income taxes resulting from any
reimbursement made pursuant to (A) and (B) (including any additional federal
state and local income taxes resulting from the payment hereunder of such
taxes), the intent being that Executive shall be paid an additional amount (the
"Gross-Up") such that the net amount retained by the Executive, after deduction
of such federal, state and local income taxes resulting from the reimbursement
under (A) and (B) shall be equal to the amount of the reimbursement under (A)
and (B) before payment of such taxes; for purposes of determining the amount of
the Gross-Up, Executive shall be deemed to pay federal, state and local income
taxes at the highest marginal rate of taxation in effect in the calendar year in
which the reimbursement is made.  Amounts due under this subsection shall be
paid as soon as administratively practicable, but in no event later than ninety
(90) days after the date of the sale of Executive's principal residence.

     Notwithstanding the foregoing, in the event the Executive is reimbursed,
entitled to reimbursement, or is paid any amounts by an entity or entities other
than NBTB or NBT Bank or any affiliate or successor thereof (the "Third Party"),
for any amounts for which Executive has received, or is entitled to receive,
reimbursement under (A) or (B) above with respect to the sale of his principal
residence or any Gross-Up under (C) above, the Executive agrees:

(3)  with  regard  to  amounts already paid by NBTB or NBT Bank or any affiliate
     or successor thereof (hereinafter referred to collectively as the
     "Company"), the Executive shall notify the Company of all amounts received
     or due from the Third Party, and shall reimburse the Company in an amount
     equal to the amount so received or due from the Third Party up to the
     amount the Company paid to the Executive under (A), (B), and (C) above; and

(2)  with  regard  to  amounts  due  but  not  yet  paid  by  the Company to the
     Executive, the Executive shall notify the Company of any amounts received
     or due from the Third Party, and the Executive agrees that the Company
     shall reduce the amount due under (A), (B), and (C) above by the amount the
     Executive has been paid or is entitled to be paid by the Third Party up to
     the amount due the Executive from the Company.

     (d) Any provision of this section 2 to the contrary notwithstanding, in the
event that the employment of Executive with NBTB is terminated in any situation
described in section 3 of the change-in-control letter agreement dated July 23,
2001 between NBTB and Executive (the "Change-in-Control Agreement") so as to
entitle Executive to a severance payment and other benefits described in section
3 of the Change-in-Control Agreement, then Executive shall be entitled to
receive the following, and no more, under this section 2:

          (i) any salary payable pursuant to section 3(a)(i) hereof which shall
have accrued as of the Termination Date;

           (ii) SUCH RIGHTS AS EXECUTIVE SHALL HAVE ACCRUED AS OF THE
     TERMINATION DATE UNDER THE TERMS OF ANY PLANS OR ARRANGEMENTS IN WHICH
          HE PARTICIPATES PURSUANT TO SECTION 3(B) HEREOF, ANY RIGHT TO
      REIMBURSEMENT FOR EXPENSES ACCRUED AS OF THE TERMINATION DATE PAYABLE
       PURSUANT TO SECTION 3(H) HEREOF, AND THE RIGHT TO RECEIVE THE CASH
        EQUIVALENT OF PAID ANNUAL LEAVE AND SICK LEAVE ACCRUED AS OF THE
              TERMINATION DATE PURSUANT TO SECTION 3(D) HEREOF; AND

          (iii) the severance payment and other benefits provided in the
Change-in-Control Agreement; and

               (iv) if,  within  eighteen  (18)  months  following
the Termination Date, Executive should sell his principal residence in the
Syracuse RMA and relocate to a place outside of the Syracuse RMA, (A)
reimbursement for any shortfall between the net proceeds on the sale of his


                                      II-72
<PAGE>
principal residence and the purchase price, including direct, necessary and
reasonable transaction costs incurred in connection with such purchase, as
determined by the finance division of NBT Bank, for such residence, and
including direct, necessary and reasonable expenses, as determined by the
finance division of NBT Bank, incurred to prepare the residence for sale, (B)
reimbursement for direct, necessary and reasonable expenses, as determined by
the finance division of NBT Bank, incurred in connection with the sale of such
residence not already included as part of the reimbursement under (A) above, and
(C) the Gross-Up, the intent being that the net amount retained by the
Executive, after deduction of such federal, state and local income taxes
resulting from the reimbursement under (A) and (B) shall be equal to the amount
of the reimbursement under (A) and (B) before payment of such taxes; for
purposes of determining the amount of the Gross-Up, Executive shall be deemed to
pay federal, state and local income taxes at the highest marginal rate of
taxation in effect in the calendar year in which the reimbursement is made.
Amounts due under this subsection shall be paid as soon as administratively
practicable, but in no event later than ninety (90) days after the date of the
sale of Executive's principal residence.

    NOTWITHSTANDING THE FOREGOING, IN THE EVENT THE EXECUTIVE IS REIMBURSED,
  ENTITLED TO REIMBURSEMENT, OR IS PAID ANY AMOUNTS BY A THIRD PARTY, FOR ANY
      AMOUNTS FOR WHICH EXECUTIVE HAS RECEIVED, OR IS ENTITLED TO RECEIVE,
 REIMBURSEMENT UNDER (A) OR (B) ABOVE WITH RESPECT TO THE SALE OF HIS PRINCIPAL
        RESIDENCE OR ANY GROSS-UP UNDER (C) ABOVE, THE EXECUTIVE AGREES:

(5)  with  regard  to  amounts  already paid by the Company, the Executive shall
     notify the Company of all amounts received or due from the Third Party, and
     shall reimburse the Company in an amount equal to the amount so received or
     due from the Third Party up to the amount the Company paid to the Executive
     under (A), (B), and (C) above; and

(6)  with  regard  to  amounts  due  but  not  yet  paid  by  the Company to the
     Executive, the Executive shall notify the Company of any amounts received
     or due from the Third Party, and the Executive agrees that the Company
     shall reduce the amount due under (A), (B), and (C) above by the amount the
     Executive has been paid or is entitled to be paid by the Third Party up to
     the amount due the Executive from the Company.

     3.   COMPENSATION.  For  the  services  to  be  performed  by Executive for
          -------------
NBTB and its affiliates under this Agreement, Executive shall be compensated in
the following manner:

          (a)  Salary.  During  the  Term  of  Employment:

               (i)  NBTB  shall  pay  Executive  a  salary  which,  on an annual
basis, shall not be less than $197,600 during the Term of Employment.  Salary
shall be payable in accordance with the normal payroll practices of NBTB with
respect to executive personnel as presently in effect or as they may be modified
by NBTB from time to time.

               (ii) Executive  shall  be  entitled  to  annual  salary increases
of 8 percent during the Term of Employment, beginning in January of 2003 and
shall be eligible to be considered for further salary increases, upon review, in
accordance with the compensation policies of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

               (iii)  Executive  shall  be  eligible  for  performance  bonuses
commensurate with the Executive's title and salary grade, in accordance with the
compensation policies of NBTB with respect to executive personnel as presently
in effect or as they may be modified by NBTB from time to time.

          (b)  Employee  Benefit  Plans  or  Arrangements.  During  the  Term of
Employment, Executive shall be entitled to participate in all employee benefit
plans of NBTB, as presently in effect or as they may be modified by NBTB from
time to time, under such terms as may be applicable to officers of Executive's
rank employed by NBTB or its affiliates, including, without limitation, plans
providing retirement benefits, stock options, medical insurance, life insurance,
disability insurance, and accidental death or dismemberment insurance, provided
that there be no duplication of such benefits as are provided under any other
provision of this Agreement.

      IN ADDITION, EXECUTIVE WILL BE ELIGIBLE TO RECEIVE UP TO $25,000 IN
     TEMPORARY LIVING EXPENSES FOR A PERIOD UP TO EIGHTEEN (18) MONTHS FROM
EXECUTIVES DATE OF HIRE. PAYMENT OF SUCH EXPENSES WILL BE PROMPTLY MADE BY NBTB
             TO EXECUTIVE UPON APPROVAL OF SUBMITTED EXPENSE FORMS.


                                      II-73
<PAGE>
          (c)     Stock Options.  Each January or February annually during the
Term of Employment, NBTB will cause Executive to be granted a non-statutory
("non-qualified") stock option (each an "Option") to purchase the number of
shares of the common stock of NBTB, $0.01 par value, (the "NBTB Common Stock"),
pursuant to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any
appropriate successor plan (the "Stock Option Plan"), computed by using a
formula approved by NBTB that is commensurate with the Executive's title and
salary grade.  The option exercise price per share of the shares subject to each
Option shall be such Fair Market Value, and the terms, conditions of exercise,
and vesting schedule of such Option shall be as set forth in section 8 of the
Stock Option Plan.

          (d)     Vacation and Sick Leave.  During the Term of Employment,
Executive shall be entitled to paid annual vacation periods and sick leave in
accordance with the policies of NBTB as in effect as of the Commencement Date or
as may be modified by NBTB from time to time as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event less than
four weeks of paid vacation per year.
          (e)     Country Club Dues.  During the Term of Employment, Executive
shall be reimbursed for dues and assessments incurred in relation to Executive's
membership at a country club mutually agreed upon by the chief executive officer
of NBTB and the Executive.

          (f)  WITHHOLDING.  ALL  COMPENSATION  TO  BE  PAID  TO
                    EXECUTIVE HEREUNDER SHALL BE SUBJECT TO REQUIRED WITHHOLDING
                    AND  OTHER  TAXES.

          (g)  Expenses. During the Term of Employment, Executive shall be
reimbursed for reasonable travel and other expenses incurred or paid by
Executive in connection with the performance of his services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting information as may from time to time be requested, in accordance with
such policies of NBTB as are in effect as of the Commencement Date and as may be
modified by NBTB from time to time, under such terms as may be applicable to
officers of Executive's rank employed by NBTB or its affiliates.

          (h) Moving Expenses: NBTB agreed to reimburse Executive up to $30,000
for moving expenses if Executive were to relocate his family from their
principal residence in Franklin, TN to within the state of New York. Upon
Executives explanation of having the need to have access to such monies in
advance of relocation, to satisfy personal debts, the Company, in good faith,
has advanced Executive said $30,000 grossed-up for applicable payroll taxes. In
doing so, Executive agrees that if he and his family do not relocate within
eighteen (18) months from the date employment commenced, Executive will repay
the Company the $30,000 (grossed-up for taxes) in its entirety. Executive also
agrees to pay any necessary collection cost the Company may incur in enforcing
its right of repayment of said amount.

     4.   CONFIDENTIAL  BUSINESS  INFORMATION;  NON-COMPETITION.
          -----------------------------------------------------

          (a)  Executive  acknowledges  that  certain business methods, creative
techniques, and technical data of NBTB and its affiliates and the like are
deemed by NBTB to be and are in fact confidential business information of NBTB
or its affiliates or are entrusted to third parties.  Such confidential
information includes but is not limited to procedures, methods, sales
relationships developed while in the service of NBTB or its affiliates,
knowledge of customers and their requirements, marketing plans, marketing
information, studies, forecasts, and surveys, competitive analyses, mailing and
marketing lists, new business proposals, lists of vendors, consultants, and
other persons who render service or provide material to NBTB or NBT Bank or
their affiliates, and compositions, ideas, plans, and methods belonging to or
related to the affairs of NBTB or NBT Bank or their affiliates.  In this regard,
NBTB asserts proprietary rights in all of its business information and that of
its affiliates except for such information as is clearly in the public domain.
Notwithstanding the foregoing, information that would be generally known or
available to persons skilled in Executive's fields shall be considered to be
"clearly in the public domain" for the purposes of the preceding sentence.
Executive agrees that he will not disclose or divulge to any third party, except
as may be required by his duties hereunder, by law, regulation, or order of a
court or government authority, or as directed by NBTB, nor shall he use to the
detriment of NBTB or its affiliates or use in any business or on behalf of any
business competitive with or substantially similar to any business of NBTB or
NBT Bank or their affiliates, any confidential business information obtained
during the course of his employment by NBTB.  The foregoing shall not be
construed as restricting Executive from disclosing such information to the
employees of NBTB or NBT Bank or their affiliates.  On or before the Termination
Date, Executive shall promptly deliver to NBTB any and all tangible,
confidential information in his possession.


                                      II-74
<PAGE>
          (b)  Executive hereby agrees that from the Commencement Date until the
first anniversary of the Termination Date, Executive will not (i) interfere with
the relationship of NBTB or NBT Bank or their affiliates with any of their
employees, suppliers, agents, or representatives (including, without limitation,
causing or helping another business to hire any employee of NBTB or NBT Bank or
their affiliates), or (ii) directly or indirectly divert or attempt to divert
from NBTB, NBT Bank or their affiliates any business in which any of them has
been actively engaged during the Term of Employment, nor interfere with the
relationship of NBTB, NBT Bank or their affiliates with any of their customers
or prospective customers.  This paragraph 4(b) shall not, in and of itself,
prohibit Executive from engaging in the banking, trust, or financial services
business in any capacity, including that of an owner or employee.

          (c)  EXECUTIVE  ACKNOWLEDGES  AND  AGREES THAT IRREPARABLE INJURY WILL
RESULT TO NBTB IN THE EVENT OF A BREACH OF ANY OF THE PROVISIONS OF THIS SECTION
  4 (THE "DESIGNATED PROVISIONS") AND THAT NBTB WILL HAVE NO ADEQUATE REMEDY AT
LAW WITH RESPECT THERETO. ACCORDINGLY, IN THE EVENT OF A MATERIAL BREACH OF ANY
  DESIGNATED PROVISION, AND IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDY
    NBTB MAY HAVE, NBTB SHALL BE ENTITLED TO THE ENTRY OF A PRELIMINARY AND
PERMANENT INJUNCTION (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) BY A
 COURT OF COMPETENT JURISDICTION IN CHENANGO COUNTY, NEW YORK, OR ELSEWHERE, TO
RESTRAIN THE VIOLATION OR BREACH THEREOF BY EXECUTIVE, AND EXECUTIVE SUBMITS TO
               THE JURISDICTION OF SUCH COURT IN ANY SUCH ACTION.

          (d)  IT  IS  THE  DESIRE AND INTENT OF THE PARTIES THAT THE PROVISIONS
OF THIS SECTION 4 SHALL BE ENFORCED TO THE FULLEST EXTENT PERMISSIBLE UNDER THE
  LAWS AND PUBLIC POLICIES APPLIED IN EACH JURISDICTION IN WHICH ENFORCEMENT IS
  SOUGHT. ACCORDINGLY, IF ANY PARTICULAR PROVISION OF THIS SECTION 4 SHALL BE
   ADJUDICATED TO BE INVALID OR UNENFORCEABLE, SUCH PROVISION SHALL BE DEEMED
    AMENDED TO DELETE THEREFROM THE PORTION THUS ADJUDICATED TO BE INVALID OR
UNENFORCEABLE, SUCH DELETION TO APPLY ONLY WITH RESPECT TO THE OPERATION OF SUCH
PROVISION IN THE PARTICULAR JURISDICTION IN WHICH SUCH ADJUDICATION IS MADE. IN
ADDITION, SHOULD ANY COURT DETERMINE THAT THE PROVISIONS OF THIS SECTION 4 SHALL
BE UNENFORCEABLE WITH RESPECT TO SCOPE, DURATION, OR GEOGRAPHIC AREA, SUCH COURT
SHALL BE EMPOWERED TO SUBSTITUTE, TO THE EXTENT ENFORCEABLE, PROVISIONS SIMILAR
   HERETO OR OTHER PROVISIONS SO AS TO PROVIDE TO NBTB, TO THE FULLEST EXTENT
      PERMITTED BY APPLICABLE LAW, THE BENEFITS INTENDED BY THIS SECTION 4.


     5.   LIFE  INSURANCE.  In  light of the unusual abilities and experience of
          ---------------
Executive, NBTB in its discretion may apply for and procure as owner and for its
own benefit insurance on the life of Executive, in such amount and in such form
as NBTB may choose.  NBTB shall make all payments for such insurance and shall
receive all benefits from it.  Executive shall have no interest whatsoever in
any such policy or policies but, at the request of NBTB, shall submit to medical
examinations and supply such information and execute such documents as may
reasonably be required by the insurance company or companies to which NBTB has
applied for insurance.

     6.   REPRESENTATIONS  AND  WARRANTIES.
          --------------------------------

          (a)  Executive  represents  and  warrants  to NBTB that his execution,
delivery, and performance of this Agreement will not result in or constitute a
breach of or conflict with any term, covenant, condition, or provision of any
commitment, contract, or other agreement or instrument, including, without
limitation, any other employment agreement, to which Executive is or has been a
party.

          (b)  Executive  shall  indemnify,  defend, and hold harmless NBTB for,
from, and against any and all losses, claims, suits, damages, expenses, or
liabilities, including court costs and counsel fees, which NBTB has incurred or
to which NBTB may become subject, insofar as such losses, claims, suits,
damages, expenses, liabilities, costs, or fees arise out of or are based upon
any failure of any representation or warranty of Executive in section 6(a)
hereof to be true and correct when made.

     7.   NOTICES.  All  notices,  consents,  waivers,  or  other communications
          --------
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram, by express courier, or sent by registered or certified mail, return
receipt requested, postage prepaid.  All communications shall be addressed to
the appropriate address of each party as follows:


                                      II-75
<PAGE>
If to NBTB:

     NBT Bancorp Inc.
     52 South Broad Street
     Norwich, New York  13815

     Attention:     Mr. Daryl R. Forsythe
               Chairman, President and Chief Executive Officer

With a required copy to:

     NBT BANCORP INC. CORPORATE COUNSEL

If to Executive:

     Mr. Lance D. Mattingly
     187 Carronbridge Way
     Franklin, TN  37067

All such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.

     8.   ASSIGNMENT.  Neither  party  may  assign  this Agreement or any rights
          -----------
or obligations hereunder without the consent of the other party.

     9.   GOVERNING  LAW.  This  Agreement  shall be governed by, construed, and
          --------------
enforced in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of law thereof.  The parties hereby
designate Chenango County, New York to be the proper jurisdiction and venue for
any suit or action arising out of this Agreement.  Each of the parties consents
to personal jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with respect to this Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested, or to its registered agent for service of process in the
State of New York.  Each of the parties irrevocably and unconditionally waives
and agrees, to the fullest extent permitted by law, not to plead any objection
that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the
transactions contemplated thereby brought in the courts aforesaid.

     10.  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire
          -----------------
understanding among NBTB and Executive relating to the subject matter hereof.
Any previous agreements or underings between the parties hereto or between
Executive and NBT Bank or any of its affiliates regarding the subject matter
hereof, including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement.  Neither this Agreement
nor any provisions hereof can be modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge, or termination is sought.

     11.  ILLEGALITY;  SEVERABILITY.
          -------------------------

          (a)  Anything  in  this  Agreement  to  the  contrary notwithstanding,
this Agreement is not intended and shall not be construed to require any payment
to Executive which would violate any federal or state statute or regulation,
including without limitation the "golden parachute payment regulations" of the
Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of
Federal Regulations.

          (b)  If  any  provision  or provisions of this Agreement shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever:

               (i)  the  validity,  legality,  and  enforceability  of  the
remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and


                                      II-76
<PAGE>
               (ii) to  the  fullest  extent  possible,  the  provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provisions held to be invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

     12.  ARBITRATION.  Subject  to  the  right  of  each party to seek specific
          ------------
performance (which right shall not be subject to arbitration), if a dispute
arises out of or related to this Agreement, or the breach thereof, such dispute
shall be referred to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association ("AAA").  A dispute subject to the
provisions of this section will exist if either party notifies the other party
in writing that a dispute subject to arbitration exists and states, with
reasonable specificity, the issue subject to arbitration (the "Arbitration
Notice").  The parties agree that, after the issuance of the Arbitration Notice,
the parties will try in good faith to resolve the dispute by mediation in
accordance with the Commercial Rules of Arbitration of AAA between the date of
the issuance of the Arbitration Notice and the date the dispute is set for
arbitration.  If the dispute is not settled by the date set for arbitration,
then any controversy or claim arising out of this Agreement or the breach hereof
shall be resolved by binding arbitration and judgment upon any award rendered by
arbitrator(s) may be entered in a court having jurisdiction.  Any person serving
as a mediator or arbitrator must have at least ten years' experience in
resolving commercial disputes through arbitration.  In the event any claim or
dispute involves an amount in excess of $100,000, either party may request that
the matter be heard by a panel of three arbitrators; otherwise all matters
subject to arbitration shall be heard and resolved by a single arbitrator.  The
arbitrator shall have the same power to compel the attendance of witnesses and
to order the production of documents or other materials and to enforce discovery
as could be exercised by a United States District Court judge sitting in the
Northern District of New York.  In the event of any arbitration, each party
shall have a reasonable right to conduct discovery to the same extent permitted
by the Federal Rules of Civil Procedure, provided that such discovery shall be
concluded within ninety days after the date the matter is set for arbitration.
In the event of any arbitration, the arbitrator or arbitrators shall have the
power to award reasonable attorney's fees to the prevailing party.  Any
provision in this Agreement to the contrary notwithstanding, this section shall
be governed by the Federal Arbitration Act and the parties have entered into
this Agreement pursuant to such Act.

     13.  COSTS  OF  LITIGATION. In the event litigation is commenced to enforce
          --------------------
any of the provisions hereof, or to obtain declaratory relief in connection with
any of the provisions hereof, the prevailing party shall be entitled to recover
reasonable attorney's fees.  In the event this Agreement is asserted in any
litigation as a defense to any liability, claim, demand, action, cause of
action, or right asserted in such litigation, the party prevailing on the issue
of that defense shall be entitled to recovery of reasonable attorney's fees.

     14.  AFFILIATION.  A company will be deemed to be "affiliated" with NBTB or
          ------------
NBT Bank according to the definition of "Affiliate" set forth in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     15.  HEADINGS.  The  section  and  subsection  headings  herein  have  been
          ---------
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto executed or caused this Agreement to be
executed as of the day and year first above written.


                                        NBT BANCORP INC.



                                        By: /s/ Daryl R. Forsythe
                                        Daryl R. Forsythe, Chairman
                                        President and Chief Executive Officer



                                        /s/ Lance D. Mattingly
                                        Lance D. Mattingly


                                      II-77
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>21
<FILENAME>doc20.txt
<TEXT>


                                  Exhibit 10.31
Form of Employment Agreement between NBT Bancorp Inc. and Peter Corso made as of
                                January 1, 2002.


                                      II-78
<PAGE>
                         EMPLOYMENT AGREEMENT (REVISED)

This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
October 18, 2001 and revised on January 1, 2002, by and between PETER J. CORSO
("Executive") and NBT BANCORP INC., a Delaware corporation having its principal
office in Norwich, New York ("NBTB") and NBT Bank, National Association ("NBT
Bank");

                         W I T N E S S E T H   T H A T :

     WHEREAS, the Executive is president and chief operating officer of Central
National Bank, a Division of NBT Bank ("CNB");

     WHEREAS, NBTB desires to secure the continued employment of Executive,
subject to the provisions of this Agreement;

     WHEREAS, because of Executive's abilities and his knowledge of, and
reputation in, markets where CNB conducts its business, NBTB and NBT Bank have
determined that it is essential to obtain a commitment from Executive to provide
consulting services to NBT Bank and not to compete against NBTB or any of its
affiliates or to solicit to employ certain of their officers in accordance with
the terms hereof; and

     WHEREAS, Executive is desirous of entering into the Agreement upon the
terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements hereinafter set forth, intending to be legally bound, the parties
agree as follows:

     1.   Employment;  Responsibilities  and  Duties.
          ------------------------------------------

          (a)  NBT  Bank  hereby  agrees  to  employ,  and NBTB hereby agrees to
cause NBT Bank to employ, Executive as president and chief operating officer of
CNB and any successor during the Term of Employment (as hereinafter defined) and
Executive hereby agrees to serve as the president and chief operating officer of
CNB during the Term of Employment.  Executive shall report directly to the chief
executive officer of NBT Bank and indirectly to the chairman of the board of CNB
and shall have such executive duties, responsibilities, and authority as
determined by the chief executive officer of NBT Bank.

          (b)  Executive  shall  devote  his  full working time and best efforts
to the performance of his responsibilities and duties hereunder.  During the
Term of Employment, Executive shall not, without the prior written consent of
the chief executive officer of NBT Bank, render services as an employee,
independent contractor, or otherwise, whether or not compensated, to any person
or entity other than NBTB or its affiliates; provided that Executive may, where
involvement in such activities does not individually or in the aggregate
significantly interfere with the performance by Executive of his duties or
violate the provisions of sections 4, 5 and 6 hereof, (i) render services to
charitable organizations, (ii) manage his personal investments, and (iii) with
the prior permission of the chief executive officer of NBT Bank, hold such other
directorships or part-time academic appointments or have such other business
affiliations as would otherwise be prohibited under this section 1.

     2.   Term  of  Employment.
          --------------------

          (a)  The  term  of  Executive's employment under this Agreement ("Term
of Employment") shall be the period commencing on November 9, 2001 (the
"Commencement Date") and continuing until the Termination Date, which shall mean
the earliest to occur of:

               (i)  the  third  anniversary  of  the  Commencement  Date, unless
the Term of Employment shall be extended by the mutual agreement of the parties
hereto;

               (ii) the  death  of  Executive;


                                      II-79
<PAGE>
               (iii)  Executive's  inability  to  perform  his duties hereunder,
as a result of physical or mental disability as reasonably determined by the
personal physician of Executive, for a period of at least 180 consecutive days
or for at least 180 days during any period of twelve consecutive months during
the Term of Employment;

               (iv) the  discharge  of  Executive  by  NBT  Bank  "for  cause,"
which shall mean one or more of the following:

                    (A)  any  willful  or  gross  misconduct  by  Executive with
respect to the business and affairs of NBT Bank, or with respect to any of its
affiliates for which Executive is assigned material responsibilities or duties;

                    (B)  the  conviction  of  Executive  of  a felony (after the
earlier of the expiration of any applicable appeal period without perfection of
an appeal by Executive or the denial of any appeal as to which no further appeal
or review is available to Executive) whether or not committed in the course of
his employment by NBT Bank;

                    (C)  Executive's  willful  neglect,  failure,  or refusal to
carry out his duties hereunder in a reasonable manner (other than any such
failure resulting from disability or death or from termination by Executive for
Good Reason, as hereinafter defined) after a written demand for substantial
performance is delivered to Executive that specifically identifies the manner in
which NBTB believes that Executive has not substantially performed his duties
and Executive has not resumed substantial performance of his duties on a
continuous basis within thirty days of receiving such demand; or

                    (D)  the  breach  by  Executive  of  any  representation  or
warranty in section 6(a) hereof or of any agreement contained in section 1, 6,
or 7 hereof, which breach is material and adverse to NBTB or any of its
affiliates for which Executive is assigned material responsibilities or duties;

               (v)  Executive's  resignation  from  his  position  as  president
and chief operating officer of CNB for any reason; or

               (vi) the  termination  of  Executive's  employment  by  NBT  Bank
"without cause," which shall mean the termination of Executive's employment by
NBT Bank for any reason other than those set forth in subsections (i), (ii),
(iii) or (iv) of this section 2(a), upon the thirtieth day following notice to
Executive.

          (b)  In  the  event  that  the  Term of Employment shall be terminated
by reason of an event described in section 2(a)(i) - 2(a)(iv) hereof, Executive
shall be entitled to, upon the occurrence of any such event:

               (i)  receive  any  salary  (as  hereinafter  defined)  payable
pursuant to section 3(a)(i) hereof which shall have accrued as of the
Termination Date; and

               (ii) such  rights  as  Executive  shall  have  accrued  as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(b)(ii)
hereof.

          (c)  In  the  event  that  the  Term of Employment shall be terminated
by reason of an event other than an event described in section 2(a)(i) -
2(a)(iv) hereof, Executive shall be entitled to:

               (i)  receive  any  salary  payable  pursuant  to  section 3(a)(i)
hereof which shall have accrued as of the Termination Date;

               (ii) such  rights  as  Executive  may  have  accrued  as  of  the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(b)(ii)
hereof;

               (iii)  if  the  Termination  Date occurs during the first year of
the Term of Employment, then in consideration of Executive's past services,
Executive's agreement to provide consulting services under section 4 hereof, and
Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled
to a lump-sum cash payment equal to $525,000;


                                      II-80
<PAGE>
               (iv) if  the  Termination  Date  occurs during the second year of
the Term of Employment, then in consideration of Executive's past services,
Executive's agreement to provide consulting services under section 4 hereof, and
Executive's covenants under sections 5 and 6 hereof, Executive shall be entitled
to receive a lump sum cash payment equal to the sum of (A) the undiscounted
remainder of his base annual compensation during the second year of the Term of
Employment (assuming Executive remained employed by NBT Bank for the entirety of
such second year) and (B) an undiscounted amount equal to eighteen months of
additional annual base compensation at the then current rate; and

               (v)  if  the  Termination  Date  occurs  after the second year of
the Term of Employment, then in consideration of Executive's past services and
his covenants under sections 5 and 6 hereof, Executive shall be entitled to
receive a lump sum cash payment equal to the undiscounted amount of Executive's
annual base compensation (at the rate in effect immediately prior to the
Termination Date) that would have been payable to Executive assuming Executive
remained employed by NBT Bank for the greater of (i) one year after the
Termination Date or (ii) the date after the third anniversary of the
Commencement Date, if any, agreed to by the parties hereto.

          (d)  In  the  event  that the employment of Executive with NBT Bank is
terminated in any situation described in section 3 of the change-in-control
letter agreement dated as of OCTOBER 18, 2001 between NBTB and Executive (the
"Change-in-Control Agreement") so as to entitle Executive to a severance payment
and other benefits described in section 3 of the Change-In-Control Agreement,
then notwithstanding the provisions of section 2 (c) hereof, Executive shall be
entitled to the following, and no more, under this section 2:

               (i)  any  salary  payable  pursuant  to  section  3(a)(i)  hereof
which shall have accrued as of the Termination Date;

               (ii) such  rights  as  Executive  shall  have  accrued  as of the
Termination Date under the terms of any plans or arrangements in which he
participates pursuant to section 3(b) hereof, any right to reimbursement for
expenses accrued as of the Termination Date payable pursuant to section 3(b)(vi)
hereof, and the right to receive the cash equivalent of paid annual leave and
sick leave accrued as of the Termination Date pursuant to section 3(b)(ii)
hereof; and

               (iii)  the  severance  payment  and  other  benefits  provided in
the Change-in-Control Agreement.

Notwithstanding the foregoing provisions of this section 2(d), the Executive may
at any time prior to the payment of any severance or other benefits under
section 3 of the Change-In-Control Agreement elect in writing to waive his
rights under the Change-in-Control Agreement, in which case this Agreement shall
apply to Executive without regard to the foregoing provisions of this section
2(d).  In the event that Executive becomes entitled to the severance and other
benefits under section 3 of the Change-in-Control Agreement, NBTB shall promptly
(and in all events within three business days) notify Executive in writing of
Executive's right to waive his rights under the Change-in-Control Agreement and,
unless otherwise directed by the Executive in writing, no severance payments or
other benefits under section 3 of the Change in Control Agreement shall be paid
to Executive until ten business days after the providing of written notice by
NBTB to Executive.  If Executive does not waive his rights under the
Change-in-Control Agreement and receives severance or other benefits under
section 3 of the Change-in-Control Agreement, sections 4 and 5 of this Agreement
shall cease to apply and Executive shall have no obligation thereunder.

     3.   Compensation.  For  the  services  to  be  performed  by  Executive
          ------------
for NBT Bank under this Agreement, Executive shall be compensated in the
following manner:

          (a)  Salary.  During  the  Term  of  Employment:
               ------

               (i)  NBT  Bank  shall  pay  Executive  a  salary,  which,  on  an
annual basis, shall not be less than $175,000 during the Term of Employment.
Salary shall be payable in accordance with the normal payroll practices of NBTB
with respect to executive personnel as presently in effect or as they may be
modified by NBTB from time to time.


                                      II-81
<PAGE>
               (ii) Executive  shall  be  entitled  to  minimum  annual  salary
increases of 7 percent during the Term of Employment, beginning in January of
2003, and in addition, if the term of this agreement is extended as per Section
2(a)(i), shall be eligible to be considered for further salary increases, upon
review, in accordance with the compensation policies of NBTB with respect to
executive personnel as presently in effect or as they may be modified by NBTB
from time to time.

               (iii)  Executive  shall  be  eligible  to  be  considered  for
performance bonuses commensurate with the Executive's title and salary grade, in
accordance with the compensation policies of NBTB with respect to executive
personnel as presently in effect or as they may be modified by NBTB from time to
time.

          (b)  Employee  Benefit  Plans  or  Arrangements.  During  the  Term of
               ------------------------------------------
Employment, Executive shall be entitled to participate in all employee benefit
plans of NBTB and its affiliates, as presently in effect or as they may be
modified from time to time, under such terms as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, including, without
limitation, plans providing retirement benefits, stock options, medical
insurance, life insurance, disability insurance, and accidental death or
dismemberment insurance, provided that there be no duplication of such benefits
as are provided under any other provision of this Agreement.

               (i)  Stock  Options. Each January or February annually during the
                    --------------
Term of Employment, NBTB will cause Executive to be granted a non-statutory
("non-qualified") stock option (each an "Option") to purchase the number of
shares of the common stock of NBTB, $0.01 par value (the "NBTB Common Stock"),
pursuant to the NBT Bancorp Inc. 1993 Stock Option Plan, as amended, or any
appropriate successor plan (the "Stock Option Plan"), computed by using a
formula approved by NBTB that is commensurate with the Executive's title and
salary grade. The option exercise price per share of the shares subject to each
Option shall be Fair Market Value, and the terms, conditions of exercise, and
vesting schedule of such Option shall be as set forth in section 8 of the Stock
Option Plan.

               (ii) Vacation  and  Sick  Leave.  During  the Term of Employment,
                    --------------------------
Executive shall be entitled to paid annual vacation periods and sick leave in
accordance with the policies of NBTB as in effect as of the Commencement Date or
as may be modified by NBTB from time to time as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event less than
four weeks of paid vacation each year during the Term of Employment.

               (iii)  Automobile. During the Term of Employment, Executive shall
                      ----------
be entitled  to the use of an automobile (whose value shall not exceed $40,000),
owned by NBTB or an affiliate of NBTB, the make, model and year of which
automobile shall be appropriate to an officer of Executive's rank, and which
will be replaced every three years (or earlier if the accumulated mileage
exceeds 50,000 miles) with a new automobile whose value shall not exceed the sum
of $40,000 escalated by an amount calculated by the controller's division of
NBTB to adjust for the effect of inflation upon the $40,000 (an "Inflation
Adjustment").  Executive shall be responsible for all expenses of ownership and
use of such automobile, subject to reimbursement of expenses for business use in
accordance with section 3(b)(vi).

               (iv) Country  Club Dues. During the Term of Employment, Executive
                    ------------------
shall be reimbursed for dues and assessments incurred in relation to Executive's
membership at a country club mutually agreed upon by Executive and the chief
executive officer of NBT Bank.

          (v)  Withholding.  All  compensation  to  be  paid  to  Executive
               -----------
hereunder shall be subject to required withholding and other taxes.

          (vi) Expenses.  During  the  Term  of Employment, Executive shall
               --------
be reimbursed for reasonable travel and other expenses incurred or paid by
Executive in connection with the performance of his services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting information as may from time to time be requested, in accordance with
such policies of NBTB as are in effect as of the Commencement Date and as may be
modified by NBTB from time to time, under such terms as may be applicable to
officers of Executive's rank employed by NBTB or its affiliates.


                                      II-82
<PAGE>
     4.   Consulting  Services
          -------------------

     (a) In the event that Executive's employment terminates hereunder during
the first two years of the Term of Employment and Executive becomes entitled to
a payment under either section 2(c)(iii) or 2(c)(iv) hereof, Executive shall,
during the Consulting Period (as hereinafter defined), be available to render
such consulting services to NBTB or NBT Bank as they may reasonably request of
Executive from time-to-time relating to their business and operations. The
services requested of Executive by NBTB and NBT Bank during the Consulting
Period shall be scheduled in consultation with Executive and shall be of a scope
so as to not materially interfere with Executive's engaging in full-time
employment after the Employment Term. NBTB or NBT Bank shall promptly reimburse
Executive for all expenses incurred by Executive in the performance of
Executive's consulting duties, including travel and subsistence expenses,
recognizing that Executive's home may not be in the geographic area where NBTB
and NBT Bank conduct business. Executive shall perform his duties under this
section 4(a) as an independent contractor to NBTB and NBT Bank.

     (b) For purposes of this Agreement, the term "Consulting Period" shall mean
(i) if Executive's employment terminates hereunder during the first year of the
Employment Term and Executive becomes entitled to the payment described in
section 2(c)(iii) hereof, the period beginning on the date of Executive's
termination of employment with NBT Bank and ending on the second anniversary of
such termination of employment, and (ii) if Executive's employment terminates
hereunder during the second year of the Employment Term and Executive becomes
entitled to the payment described in section 2(c)(iv) hereof, the period
beginning on the date of Executive's termination of employment with NBT Bank and
ending on the second anniversary of the Merger.

     (c) In consideration for Executive's covenants under this section 4 and
under sections 5 and 6 hereof, NBTB or NBT Bank shall, in addition to any lump
sum payment provided for by Section 2(c)(iii) and 2(c)(iv), as applicable,
provide to Executive for a three year period following the date of Executive's
termination of employment with NBT Bank, at no cost to Executive, life insurance
and health insurance (collectively, "Welfare Benefits") that are not less
favorable in all respects to those that Executive was receiving immediately
prior to the Termination Date; provided, however, that the medical coverage
provided shall be family medical coverage that also covers Executive's spouse
and any dependents. Executive will be entitled to elect to change his level of
coverage and/or his choice of coverage options with respect to the Welfare
Benefits provided by NBTB or NBT Bank to Executive to the same extent that
actively employed senior executives of NBTB and NBT Bank are permitted to make
such changes.

     5.   Covenant  Not  to  Compete.
          --------------------------

          (a)  The  parties acknowledge: (i) that as a result of the Merger, NBT
Bank and NBTB will be engaged in the business of banking in those markets where
CNB currently conducts its banking business; (ii) that Executive has developed
special expertise and a recognized reputation in CNB's markets and business; and
(iii) that if Executive were to undertake efforts in competition with NBT Bank
and NBTB in CNB's current market areas or solicit for employment officers of CNB
the result would be substantial and irreparable damage to NBT Bank and NBTB.

     (b) During the Restricted Period, Executive shall not solicit any business
(other than business in an area outside of twenty miles in which NBTB or any of
its subsidiaries is competitively engaged), customers or prospective customers
of NBTB or any of its subsidiaries whom Executive has served or solicited during
the course of his employment by CNB.

     (c) During the Restricted Period, Executive shall not, directly or
indirectly, either for Executive's own benefit or purpose or for the benefit or
purpose of any person or entity other than NBTB or any of its subsidiaries,
employ or offer to employ, call on, or actively interfere with NBTB's or any of
its subsidiaries' relationship with, or attempt to divert or entice away, any
officer of NBTB or any of its subsidiaries who was an officer of CNB or any of
its subsidiaries immediately prior to the Merger.

     (d) The term "Restricted Period shall mean (a) if there is a Consulting
Period, the period beginning on the first day of the Consulting Period and
ending on the first anniversary of the last day of the Consulting Period, and
(b) if there is no Consulting Period, the period beginning on Executive's
Termination Date and ending on the date that is six months after such
Termination Date.


                                      II-83
<PAGE>
          (e)  The  parties  hereto  agree  that  the  amount  of  the  lump-sum
payment paid to Executive pursuant to Section 2(c)(ii), (c)(iii), or (c)(iv), as
applicable, that is allocable to services or consideration provided by Executive
other than pursuant to Sections 4, 5 and 6 hereof is less than $135,000.

     6.   Confidential  Business  Information;  Non-Competition.
          -----------------------------------------------------

     (a) Executive acknowledges that certain business methods, creative
techniques, and technical data and the like of NBTB and its affiliates are
deemed by NBTB to be and are in fact confidential business information of NBTB
or its affiliates or are entrusted to third parties. Such confidential
information includes but is not limited to procedures, methods, sales
relationships developed while in the service of NBTB or its affiliates,
knowledge of customers and their requirements, marketing plans, marketing
information, studies, forecasts and surveys, competitive analyses, mailing and
marketing lists, new business proposals, lists of vendors, consultants, and
other persons who render service, or provide material to NBTB or CNB or their
affiliates, and compositions, ideas, plans, and methods belonging to or related
to the affairs of NBTB or CNB or their affiliates. In this regard, NBTB asserts
proprietary rights in all of its business information and that of its affiliates
except for such information as is clearly in the public domain. Notwithstanding
the foregoing, information that would be generally known or available to persons
skilled in Executive's fields shall be considered to be "clearly in the public
domain" for the purposes of the preceding sentence. Executive agrees that he
will not disclose or divulge to any third party, except as may be required by
his duties hereunder, by law, regulation, or order of a court or government
authority, or as directed by NBTB, nor shall he use to the detriment of NBTB or
its affiliates or use in any business or on behalf of any business competitive
with or substantially similar to any business of NBTB or CNB or their
affiliates, any confidential business information obtained during the course of
his employment by CNB or NBT Bank. The foregoing shall not be construed as
restricting Executive from disclosing such information to the employees of NBTB
or CNB or their affiliates. On or before the Termination Date, Executive shall
promptly deliver to NBTB any and all tangible, confidential information in his
possession.

     (b) Executive acknowledges and agrees that irreparable injury will result
to NBTB and its affiliates in the event of a breach of any of the provisions of
section 5 hereof or this section 6 (the "Designated Provisions") and that NBTB
will have no adequate remedy at law with respect thereto. Accordingly, in the
event of a material breach of any Designated Provision, and in addition to any
other legal or equitable remedy NBTB may have, NBTB shall be entitled to the
entry of a preliminary and permanent injunction (including, without limitation,
specific performance) by a court of competent jurisdiction in Chenango County,
New York, to restrain the violation or breach thereof by Executive, and
Executive submits to the jurisdiction of such court in any such action.

     (c) It is the desire and intent of the parties that the provisions of
section 5 hereof and this section 6 shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular provision of section
5 hereof or this section 6 shall be adjudicated to be invalid or unenforceable,
such provision shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only with
respect to the operation of such provision in the particular jurisdiction in
which such adjudication is made. In addition, should any court determine that
the provisions of section 5 hereof or this section 6 shall be unenforceable with
respect to scope, duration, or geographic area, such court shall be empowered to
substitute, to the extent enforceable, provisions similar hereto or other
provisions so as to provide to NBTB, to the fullest extent permitted by
applicable law, the benefits intended by section 5 hereof and this section 6.

     7.   Life  Insurance.  In  light of the unusual abilities and experience of
          ---------------
Executive, NBTB or NBT Bank in their discretion may apply for and procure as
owner and for its own benefit insurance on the life of Executive, in such amount
and in such form as NBTB or NBT Bank may choose.  NBTB or NBT Bank, as
applicable, shall make all payments for such insurance and shall receive all
benefits from it.  Executive shall have no interest whatsoever in any such
policy or policies but, at the request of NBTB or NBT Bank, as applicable, shall
submit to medical examinations and supply such information and execute such
documents as may reasonably be required by the insurance company or companies to
which NBTB or NBT Bank, as applicable, has applied for insurance.


                                      II-84
<PAGE>
     8.   Representations  and  Warranties.
          --------------------------------

          (a)  Executive  represents  and  warrants  to NBTB that his execution,
delivery, and performance of the Agreement will not result in or constitute a
breach of any term, covenant, condition, or provision of any commitment,
contract, or other agreement or instrument, including, without limitation, any
other employment agreement, to which Executive is or has been a party.

     (b) Executive shall indemnify, defend, and hold harmless NBTB for, from,
and against any and all losses, claims, suits, damages, expenses, or
liabilities, including court costs and counsel fees, which NBTB has incurred or
to which NBTB may become subject insofar as such losses, claims, suits, damages,
expenses, liabilities, costs, or fees arise out of or are based upon any failure
of any representation or warranty of Executive in section 7(a) hereof to be true
and correct when made.

     9.   Notices.  All  notices,  consents,  waivers,  or  other communications
          -------
which are required or permitted hereunder shall be in writing and deemed to have
been duly given if delivered personally or by messenger, transmitted by telex or
telegram, by express courier, or sent by registered or certified mail, return
receipt requested, postage prepaid.  All communications shall be addressed to
the appropriate address of each party as follows:

If to NBTB or NBT Bank:

     NBT Bancorp Inc.
     52 South Broad Street
     Norwich, New York  13815

     Attention:     Mr. Daryl R. Forsythe
                    Chairman, President and
                    Chief Executive Officer

With a required copy, in the case of a notice to NBT Bancorp Inc. or NBT Bank,
to:

     NBT Bancorp Inc. Corporate Counsel

If to Executive:

     Mr. Peter J. Corso
     11 Kingsbury Ave.
     St. Johnsville, NY  13452

All such notices shall be deemed to have been given on the date delivered,
transmitted, or mailed in the manner provided above.

     10.  Assignment.  Neither  party  may  assign  this Agreement or any rights
          ----------
or obligations hereunder without the consent of the other party.

     11.  Governing  Law.  This  Agreement  shall be governed by, construed, and
          --------------
enforced in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of law thereof.  The parties hereby
designate Chenango County, New York to be the proper jurisdiction and venue for
any suit or action arising out of this Agreement.  Each of the parties consents
to personal jurisdiction in such venue for such a proceeding and agrees that it
may be served with process in any action with respect to this Agreement or the
transactions contemplated thereby by certified or registered mail, return
receipt requested, or to its registered agent for service of process in the
State of New York.  Each of the parties irrevocably and unconditionally waives
and agrees, to the fullest extent permitted by law, not to plead any objection
that it may now or hereafter have to the laying of venue or the convenience of
the forum of any action or claim with respect to this Agreement or the
transactions contemplated thereby brought in the courts aforesaid.

     12.  Entire  Agreement.  This  Agreement  constitutes  the  entire
          -----------------
understanding among NBTB, NBT Bank and Executive relating to the subject matter
hereof.  Any previous agreements or understandings between the parties hereto or
between Executive and CNB or any of its affiliates regarding the subject matter
hereof, including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement.  Neither this Agreement
nor any provisions hereof can be modified, changed, discharged, or terminated
except by an instrument in writing signed by the party against whom any waiver,
change, discharge, or termination is sought.


                                      II-85
<PAGE>
     13.  Illegality;  Severability.
          -------------------------

          (a)  Anything  in  this  Agreement  to  the  contrary notwithstanding,
this Agreement is not intended and shall not be construed to require any payment
to Executive which would violate any federal or state statute or regulation,
including without limitation the "golden parachute payment regulations" of the
Federal Deposit Insurance Corporation codified to Part 359 of title 12, Code of
Federal Regulations.

          (b)  If  any  provision  or provisions of this Agreement shall be held
to be invalid, illegal, or unenforceable for any reason whatsoever:

               (i)  the  validity,  legality,  and  enforceability  of  the
remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal, or unenforceable) shall not in any way be affected or
impaired thereby; and

               (ii) to  the  fullest  extent  possible,  the  provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provisions held to be invalid, illegal, or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

     14.  Arbitration.  Subject  to  the  right  of  each  party  hereto to seek
          -----------
specific performance (which right shall not be subject to arbitration), if a
dispute arises out of or related to this Agreement, or the breach thereof, such
dispute shall be referred to arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association ("AAA").  A dispute
subject to the provisions of this section will exist if either party notifies
the other party in writing that a dispute subject to arbitration exists and
states, with reasonable specificity, the issue subject to arbitration (the
"Arbitration Notice").  The parties agree that, after the issuance of the
Arbitration Notice, the parties will try in good faith to resolve the dispute by
mediation in accordance with the Commercial Rules of Arbitration of AAA between
the date of the issuance of the Arbitration Notice and the date the dispute is
set for arbitration.  If the dispute is not settled by the date set for
arbitration, then any controversy or claim arising out of this Agreement or the
breach hereof shall be resolved by binding arbitration and judgment upon any
award rendered by arbitrator(s) may be entered in a court having jurisdiction.
Any person serving as a mediator or arbitrator must have at least ten years'
experience in resolving commercial disputes through arbitration.  In the event
any claim or dispute involves an amount in excess of $100,000, either party may
request that the matter be heard by a panel of three arbitrators; otherwise all
matters subject to arbitration shall be heard and resolved by a single
arbitrator.  The arbitrator shall have the same power to compel the attendance
of witnesses and to order the production of documents or other materials and to
enforce discovery as could be exercised by a United States District Court judge
sitting in the Northern District of New York.  In the event of any arbitration,
each party shall have a reasonable right to conduct discovery to the same extent
permitted by the Federal Rules of Civil Procedure, provided that such discovery
shall be concluded within ninety days after the date the matter is set for
arbitration.  In the event of any arbitration, the arbitrator or arbitrators
shall have the power to award reasonable attorney's fees to the prevailing
party.  Any provision in this Agreement to the contrary notwithstanding, this
section shall be governed by the Federal Arbitration Act and the parties have
entered into this Agreement pursuant to such Act.

     15.  Certain  Expenses.  NBTB  shall  pay  to  Executive all legal fees and
          -----------------
expenses (but not taxes, penalties or interest on taxes or penalties) incurred
by Executive (a) in seeking to obtain or enforce any provision of this Agreement
or (b) in connection with any tax audit or proceeding to the extent attributable
to the application of section 4999 of the Code to any payment or benefit
provided hereunder or under other plans and programs of CNB, NBTB or any of
their affiliates.  Such payments shall be made within five (5) business days
after delivery of Executive's written requests for payment accompanied with such
evidence of fees and expenses incurred as NBTB reasonably may require.



                                      II-86
<PAGE>
     16.  Consent  to  Retirement  Annuity  Contribution.  NBTB hereby consents,
          ----------------------------------------------
for purposes of the Merger Agreement, to CNB taking all necessary and
appropriate actions prior to the Merger to (i) cause an aggregate of $25,000 to
be contributed to one or both of the annuity contracts (as specified by
Executive) held under the Supplemental Retirement Annuity Agreement (the "SRAA")
between Executive and CNB, dated May 15, 2000, (ii) cause the transfer of such
annuity contracts to a "rabbi trust," the terms of which shall provide for the
payment of benefits to Executive and his beneficiaries in accordance with the
terms of the SRAA, and (iii) amend the SRAA as necessary or appropriate to
reflect such actions.

     17.  Affiliation.  A  company  will  be deemed to be "affiliated" with NBTB
          -----------
or CNB according to the definition of "Affiliate" set forth in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

     18.  Headings.  The  section  and  subsection  headings  herein  have  been
          --------
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.

     19.  Termination.  This  Agreement  shall  terminate  in the event that the
          -----------
Merger Agreement terminates in accordance with Section 12 thereof.

     IN WITNESS WHEREOF, the parties hereto executed or caused this Agreement to
be executed as of the day and year first above written.


                                      NBT BANCORP INC.



                                      By:
                                           --------------------
                                           Daryl R. Forsythe
                                           Chairman, President and
                                           Chief Executive Officer


                                      NBT BANK, NATIONAL ASSOCIATION



                                      By:  /s/ Daryl R. Forsythe
                                           --------------------------
                                           Daryl R. Forsythe
                                           Chairman and Chief Executive Officer


                                      PETER J. CORSO



                                           /s/ Peter J. Corso
                                           ------------------


                                      II-87
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>22
<FILENAME>doc21.txt
<TEXT>


                                  Exhibit 10.33
                Change in control agreement with Tom Delduchetto


                                      II-88
<PAGE>


                                January 28, 2002



MR. THOMAS R. DELDUCHETTO
8321 White Cedar Circle

                              Liverpool, NY 13090

Dear Mr. Delduchetto:

     NBT Bancorp Inc. (which, together with its wholly-owned subsidiary, NBT
Bank, National Association, is referred to as the "Company") considers the
stability of its key management group to be essential to the best interests of
the Company and its shareholders.  The Company recognizes that, as is the case
with many publicly-held corporations, the possibility of a change in control may
arise and that the attendant uncertainty may result in the departure or
distraction of key management personnel to the detriment of the Company and its
shareholders.

     Accordingly, the Board of Directors of the Company (the "Board") has
determined that appropriate steps should be taken to encourage members of the
Company's key management group to continue as employees notwithstanding the
possibility of a change in control of the Company.

     The Board also believes it important that, in the event of a proposal for
transfer of control of the Company, you be able to assess the proposal and
advise the Board without being influenced by the uncertainties of your own
situation.

     In order to induce you to remain in the employ of the Company, this
Agreement, which has been approved by the Board, sets forth the severance
compensation which the Company agrees will be provided to you in the event your
employment with the Company is terminated subsequent to a "change in control" or
the Company under the circumstances described below.

     1.   Agreement  to  Provide  Services;  Right  to  Terminate.
          -------------------------------------------------------

          (a)  Termination  Prior  to  Certain  Offers.  Except  as  otherwise
               ---------------------------------------
provided in paragraph (b) below, or in any written employment agreement between
you and the Company, the Company or you may terminate your employment at any
time.  If, and only if, such termination occurs after a "change in control of
the Company" (as defined in section 6), the provisions of this Agreement
regarding the payment of severance compensation and benefits shall apply.

          (b)  Termination  Subsequent  to  Certain  Offers.  In  the  event  a
               --------------------------------------------
tender offer or exchange offer is made by a "person" (as defined in section 6)
for more than 30 percent of the combined voting power of the Company's
outstanding securities ordinarily having the right to vote at elections of
directors ("Voting Securities"), including shares of common stock, no par value,
of the Company (the "Company Shares"), you agree that you will not leave the
employ of the Company (other than as a result of Disability as such term is
defined in section 6) and will render services to the Company in the capacity in
which you then serve until such tender offer or exchange offer has been
abandoned or terminated or a change in control of the Company has occurred as a
result of such tender offer or exchange offer.  If, during the period you are
obligated to continue in the employ of the Company pursuant to this section
1(b), the Company reduces your compensation, terminates your employment without
Cause, or you provide written notice of your decision to terminate your
employment for Good Reason, your obligations under this section 1(b) shall
thereupon terminate and you will be entitled to payments provided under Section
3(b).

     2.   Term  of  Agreement.  This  Agreement  shall  commence  on  the  date
          -------------------
hereof and shall continue in effect until December 31, 2003; provided, however,
that commencing December 31, 2001 and each December 31 thereafter, the remaining
term of this Agreement shall automatically be extended for one additional year
(to a total of three years) unless at least 90 days prior to such anniversary,
the Company or you shall have given notice that this Agreement shall not be


                                      II-89
<PAGE>
extended; and provided, however, that if a change in control of the Company
shall occur while this Agreement is in effect, this Agreement shall
automatically be extended for 24 months from the date the change in control of
the Company occurs.  This Agreement shall terminate if you or the Company
terminates your employment prior to a change in control of the Company but
without prejudice to any remedy the Company may have for breach of your
obligations, if any, under section 1(b).

     3.   Severance  Payment  and  Benefits  If  Termination  Occurs  Following
          ---------------------------------------------------------------------
Change in Control for Disability, Without Cause, With Good Reason or Without
----------------------------------------------------------------------------
Good Reason within 12 Months of the Change.  If, (I) within 24 months from the
------------------------------------------
date of occurrence of any event constituting a change in control of the Company
(it being recognized that more than one such event may occur in which case the
24-month period shall run from the date of occurrence of each such event), your
employment with the Company is terminated (i) by the Company for Disability,
(ii) by the Company without Cause, or (iii) by you with Good Reason (as defined
in section 6), or (II) within 12 months from the date of occurrence of any event
constituting a change in control of the Company (it being recognized that more
than one such event may occur in which case the 12-month period shall run from
the date of occurrence of each such event) you terminate your employment either
with or without Good Reason, you shall be entitled to a severance payment and
other benefits as follows:

          (a)  Disability.  If  your  employment  with  the  Company  is
               ----------
terminated for Disability, your benefits shall thereafter be determined in
accordance with the Company's long-term disability income insurance plan.  If
the Company's long-term disability income insurance plan is modified or
terminated following a change in control, the Company shall substitute such a
plan with benefits applicable to you substantially similar to those provided by
such plan prior to its modification or termination.  During any period that you
fail to perform your duties hereunder as a result of incapacity due to physical
or mental illness, you shall continue to receive your full base salary at the
rate then in effect until your employment is terminated by the Company for
Disability.

          (b)  Termination  Without  Cause  or  With  Good  Reason  or Within 12
               -----------------------------------------------------------------
Months of Change in Control.  If your employment with the Company is terminated
---------------------------
without Cause by the Company or with Good Reason by you, or by you within 12
months of a change in control of the Company without Good Reason, then the
Company shall pay to you, upon demand, the following amounts (net of applicable
payroll taxes):

               (i)  Your  full  base  salary  through the Date of Termination at
the rate in effect on the date the change in control of the Company occurs plus
year-to-date accrued vacation.

               (ii) As  severance  pay,  an  amount  equal  to  the  product  of
2.99 multiplied by the greater of (A) the sum of your annualized salary for the
calendar year in which the change in control of the Company occurs, the maximum
target bonus that could have been paid to you for such year if all applicable
targets and objectives had been achieved, or if no formal bonus program is in
effect, the largest bonus amount paid to you during any one of the three
preceding calendar years, your income from the exercise of nonqualified options
during such year, your compensation income from any disqualifying disposition
during such year of stock acquired pursuant to the exercise of incentive stock
options and other annualized amounts that constitute taxable income to you from
the Company for such year, without reduction for salary reduction amounts
excludible from income under Section 402(e)(3) or 125 of the Internal Revenue
Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as
defined below) for the three calendar years preceding the calendar year in which
the change in control of the Company occurs.  As used in this subsection
3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the
exercise of nonqualified options, compensation income from any disqualifying
disposition of stock acquired pursuant to the exercise of incentive stock
options and any other amounts that constitute taxable income to you from the
Company, without reduction for salary reduction amounts excludible from income
under Section 402(e)(3) or 125 of the Code.

          (c)  Related  Benefits.  Unless  you  die  or  your  employment  is
               -----------------
terminated by the Company for Cause or Disability, or by you other than for Good
Reason and not within 12 months after a change in control of the Company, (i)
the Company shall maintain in full force and effect, for your continued benefit
and, if applicable, for the continued benefit of your spouse and family, for
three years after the Date of Termination, or such longer period as may be
provided by the terms of the appropriate plan, all noncash employee benefit
plans, programs, or arrangements (including, without limitation, pension and
retirement plans and arrangements, stock option plans, life insurance and health
and accident plans and arrangements, medical insurance plans, disability plans,
and vacation plans) in which you were entitled to participate immediately prior


                                      II-90
<PAGE>
to the Date of Termination, as in effect at the Date of Termination, or, if more
favorable to you and, if applicable, your spouse and family, as in effect
generally at any time thereafter with respect to executive employees of the
Company or any successor; provided that your continued participation is possible
after Termination under the general terms and provisions of such plans,
programs, and arrangements; provided, however, that if you become eligible to
participate in a benefit plan, program, or arrangement of another employer which
confers substantially similar benefits upon you, you shall cease to receive
benefits under this subsection in respect of such plan, program, or arrangement,
and (ii) your benefit under any supplemental retirement agreement or
supplemental retirement plan maintained by the Company in which you are a
participant shall be fully vested upon such termination of your employment, and
your benefit under such agreement or plan shall be determined as if you had
continued to be employed by the Company for three additional years (or the
period after which the maximum benefit payable is attained, if less) and if your
annual compensation for purposes of such agreement or plan during such period of
additional employment had been equal to the amount specified in Section
3(b)(ii)(A) or (B), whichever is higher.  In the event that your participation
in any such plan, program, or arrangement is not possible after Termination
under the general terms and provisions of such plans, programs, and
arrangements, the Company shall arrange to provide you with benefits
substantially similar to those which you are entitled to receive under such
plans, programs and arrangements or alternatively, pay an amount equal to the
reasonable value of such substantially similar benefits.  If, after termination
of employment following a change in control of the Company, you elect or, if
applicable, your spouse or family elects, COBRA continuation coverage, the
Company will pay the applicable COBRA premium for the maximum period during
which such coverage is available.  If termination follows a change in control of
the Company specified in Section 6(b)(iii), then you and, if applicable, your
spouse and family may elect in lieu of COBRA continuation coverage to have the
acquiring entity obtain an individual or group health insurance coverage and the
acquiring entity will pay premiums thereunder for the maximum period during
which you and, if applicable, your spouse and family could have elected to
receive COBRA continuation coverage.

          (d)  Establishment  of  Trust.  Within  five  days  following
               -----------------------
conclusion of a change in control of the Company, the Company shall establish a
trust that conforms in all regards with the model trust published in Revenue
Procedure 92-64 and deposit an amount sufficient to satisfy all liabilities of
the Company under Section 3(b) of this Agreement.

          (e)  Automatic  Extension.  Notwithstanding  the  prior  provisions of
               --------------------
this Section, if an individual is elected to the Board of Directors who has not
been nominated by the Board of Directors as constituted prior to his election,
then the term of this Agreement will automatically be extended until two years
from the date on which such individual was elected if such extended termination
date is later than the normal termination date of this Agreement, otherwise, the
termination date of this Agreement will be as provided above.  This extension
will take effect only upon the first instance of an individual being elected to
the Board of Directors without having been nominated by the original Board.

          (f)     Alternative to Lump Sum Payout.  The amount described in this
                   ------------------------------
subsection will be paid to you in a single lump-sum unless, at least 30 days
before the conclusion of a change in control of the Company, you elect in
writing to receive the severance pay in 3 equal annual payments with the first
payment to be made within 30 days of demand and the subsequent payments to be
made by January 31st of each year subsequent to the year in which the first
payment is made, provided that under no circumstances will two payments be made
during a single tax year of the recipient.

     4.   Payment  If  Termination  Occurs  Following Change in Control, Because
          ----------------------------------------------------------------------
of Death, For Cause, or Without Good Reason and not within 12 Months of the
---------------------------------------------------------------------------
Change in Control.  If your employment shall be terminated following any event
-----------------
constituting a change in control of the Company because of your death, or by the
Company for Cause, or by you other than for Good Reason and not within 12 months
after a change in control of the Company, the Company shall pay you your full
base salary through the Date of Termination at the rate in effect on the date
the change in control of the Company occurs plus year-to-date accrued vacation.
The Company shall have no further obligations to you under this Agreement.

     5.   No  Mitigation.  You  shall  not be required to mitigate the amount of
          --------------
any payment provided for in this Agreement by seeking other employment or
otherwise, nor, except as expressly set forth herein, shall the amount of any
payment provided for in this Agreement be reduced by any compensation earned by
you as the result of employment by another employer after the Date of
Termination, or otherwise.

     6.   Definitions  of  Certain  Terms.  For  the  purpose of this Agreement,
          -------------------------------
the terms defined in this section 6 shall have the meanings assigned to them
herein.


                                      II-91
<PAGE>
          (a)  Cause.  Termination  of  your  employment  by  the  Company  for
               -----
"Cause" shall mean termination because, and only because, you committed an act
of fraud, embezzlement, or theft constituting a felony or an act intentionally
against the interests of the Company which causes the Company material injury.
Notwithstanding the foregoing, you shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to you a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard before the Board), finding that in the
good faith opinion of the Board you were guilty of conduct constituting Cause as
defined above and specifying the particulars thereof in detail.

          (b)  Change  in  Control  of  the  Company.  A  "change  in control of
               ------------------------------------
the Company" shall mean:

               (i)  A  change  in  control  of  a  nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A as in
effect on the date hereof pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"); provided that, without limitation, such a change in control
shall be deemed to have occurred at such time as any Person hereafter becomes
the "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 30 percent or more of the combined voting power of
the Company's Voting Securities; or

               (ii) During  any  period  of  two  consecutive years, individuals
who at the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof unless the election, or the nomination
for election by the Company's shareholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period; or
               (iii)  There  shall  be  consummated  (x)  any  consolidation  or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which Voting Securities would be converted into cash,
securities, or other property, other than a merger of the Company in which the
holders of Voting Securities immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger, or (y) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transactions) of all, or substantially all of
the assets of the Company, provided that any such consolidation, merger, sale,
lease, exchange or other transfer consummated at the insistence of an
appropriate banking regulatory agency shall not constitute a change in control
of the Company; or

               (iv) Approval  by  the  shareholders  of  the Company of any plan
or proposal for the liquidation or dissolution of the Company.

          (c)  Date  of  Termination.  "Date  of  Termination" shall mean (i) if
               ---------------------
your employment is terminated by the Company for Disability, 30 days after
Notice of Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such 30-day period), and
(ii) if your employment is terminated for any other reason, the date on which a
Notice of Termination is given; provided that if within 30 days after any Notice
of Termination is given the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties or by a final judgment, order, or
decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected).  The term of this Agreement
shall be extended until the Date of Termination.

          (d)  Disability.  Termination  of  your  employment  by  the  Company
               ----------
for "Disability" shall mean termination because of your absence from your duties
with the Company on a full-time basis for 180 consecutive days as a result of
your incapacity due to physical or mental illness and your failure to return to
the performance of your duties on a full-time basis during the 30-day period
after Notice of Termination is given.

          (e)  Good  Reason.  Termination  by  you  of your employment for "Good
               ------------
Reason" shall mean termination based on any of the following:

               (i)  A  change  in  your  status or position(s) with the Company,
which in your reasonable judgment, does not represent a promotion from your
status or position(s) as in effect immediately prior to the change in control of
the Company, or a change in your duties or responsibilities which, in your
reasonable judgment, is inconsistent with such status or position(s), or any
removal of you from, or any failure to reappoint or reelect you to, such
position(s), except in connection with the termination of your employment for
Cause or Disability or as a result of your death or by you other than for Good
Reason.


                                      II-92
<PAGE>
               (ii) A  reduction  by  the  Company  in  your  base  salary as in
effect immediately prior to the change in control of the Company.

               (iii)  The  failure  by  the  Company  to  continue in effect any
Plan (as hereinafter defined) in which you are participating at the time of the
change in control of the Company (or Plans providing you with at least
substantially similar benefits) other than as a result of the normal expiration
of any such Plan in accordance with its terms as in effect at the time of the
change in control of the Company, or the taking of any action, or the failure to
act, by the Company which would adversely affect your continued participation in
any of such Plans on at least as favorable a basis to you as is the case on the
date of the change in control of the Company or which would materially reduce
your benefits in the future under any of such Plans or deprive you of any
material benefit enjoyed by you at the time of the change in control of the
Company.

               (iv) The  failure  by  the  Company  to  provide  and  credit you
with the number of paid vacation days to which you are then entitled in
accordance with the Company's normal vacation policy as in effect immediately
prior to the change in control of the Company.

               (v)  The  Company's  requiring  you  to  be  based anywhere other
than where your office is located immediately prior to the change in control of
the Company except for required travel on the Company's business to an extent
substantially consistent with the business travel obligations which you
undertook on behalf of the Company prior to the change in control of the
Company.

               (vi) The  failure  by  the  Company  to obtain from any successor
the assent to this Agreement contemplated by section 8 hereof.

               (vii)  Any  purported  termination  by  the  Company  of  your
employment which is not effected pursuant to a Notice of Termination satisfying
the requirements of this Agreement; and for purposes of this Agreement, no such
purported termination shall be effective.

               (viii)  Any  refusal  by  the  Company  to  continue to allow you
to attend to matters or engage in activities not directly related to the
business of the Company which, prior to the change in control of the Company,
you were permitted by the Board to attend to or engage in.

For purposes of this subsection, "Plan" shall mean any compensation plan such as
an incentive or stock option plan or any employee benefit plan such as a thrift,
pension, profit sharing, medical, disability, accident, life insurance plan, or
a relocation plan or policy or any other plan, program, or policy of the Company
intended to benefit employees.

          (f)  Notice  of  Termination.  A  "Notice  of  Termination"  of  your
               -----------------------
employment given by the Company shall mean a written notice given to you of the
termination of your employment which shall indicate the specific termination
provision in this Agreement relied upon, and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
your employment under the provision so indicated.

          (g)  Person.  The  term  "Person"  shall  mean  and  include  any
               ------
individual, corporation, partnership, group, association, or other "person," as
such term is used in section 14(d) of the Exchange Act, other than the Company
or any employee benefit plan(s) sponsored by the Company.

     7.   Notice.  For  the  purposes  of  this Agreement, notices and all other
          ------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notices to the Company shall be directed to the
attention of the Chief Executive Officer of the Company with a copy to the
Secretary of the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.


                                      II-93
<PAGE>
     8.   Successors;  Binding  Agreement.
          -------------------------------

          (a)  This  Agreement  shall  inure  to  the benefit of, and be binding
upon, any corporate or other successor or assignee of the Company which shall
acquire, directly or indirectly, by merger, consolidation or purchase, or
otherwise, all or substantially all of the business or assets of the Company.
The Company shall require any such successor, by an agreement in form and
substance satisfactory to you, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place.

          (b)  This  Agreement  shall  inure  to  the  benefit  of  and  be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If you
should die while any amount would still be payable to you hereunder if you had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee, legatee, or
other designee or, if there is no such designee, to your estate.

     9.   Increased  Severance  Payments  Upon  Application  of  Excise  Tax.
          ------------------------------------------------------------------

          (a)  Adjustment  of  Payment.  In  the  event any payments or benefits
               -----------------------
you become entitled to pursuant to the Agreement or any other payments or
benefits received or to be received by you in connection with a change in
control or your termination of employment (whether pursuant to the terms of any
other agreement, plan, or arrangement, or otherwise, with the Company, any
person whose actions result in a change in control or any person affiliated with
the Company or such person) (collectively the "Severance Payments") will be
subject to the tax (the "Excise Tax") imposed by section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), the Company shall pay you an
additional amount (the "Gross-Up Payment") so that the net amount retained by
you, after deduction of the Excise Tax (but before deduction for any federal,
state or local income tax) on the Severance Payments and after deduction for the
aggregate of any federal, state, or local income tax and Excise Tax upon the
Gross-Up Payment, shall be equal to the Severance Payments.  For purposes of
determining whether any of the Severance Payments will be subject to the Excise
Tax and the amount of such Excise Tax, (i) the entire amount of the Severance
Payments shall be treated as "parachute payments" within the meaning of section
280G(b)(2) of the Code and as subject to the Excise Tax, unless and to the
extent, in the written opinion of outside tax counsel selected by the Company's
independent accountants and reasonably acceptable to you, such payments (in
whole or in part) are not subject to the Excise Tax; and (ii) the value of any
noncash benefits or any deferred payment or benefit (constituting a part of the
Severance Payments) shall be determined by the Company's independent auditors in
accordance with the principles of sections 280G(d)(3) and (4) of the Code.  For
purposes of determining the amount of the Gross-Up Payment, you shall be deemed
to pay federal income taxes at the highest marginal rate of the federal income
taxation applicable to individuals (without taking into account surtaxes or loss
or reduction of deductions) for the calendar year in which the Gross-Up Payment
is to be made and state and local income taxes at the highest marginal rates of
taxation in the state and locality of your residence on the date of Termination.
In the event that the amount of Excise Tax you are required to pay is
subsequently determined to be less than the amount taken into account hereunder,
you shall repay to the Company promptly after the time that the amount of such
reduction in Excise Tax is finally determined the amount of the reduction,
together with interest on the amount of such reduction at the rate of 6 percent
per annum from the date of the Gross-Up Payment, plus, if in the written opinion
of outside tax counsel selected by the Company's independent accountants and
reasonably acceptable to you, such payment (or a portion thereof) was not
taxable income to you when reported or is deductible by you for federal income
tax purposes, the net federal income tax benefit you actually realize as a
result of making such payment pursuant to this sentence.  In the event that the
amount of Excise Tax you are required to pay is subsequently determined to
exceed the amount taken into account hereunder, the Company shall make an
additional Gross-Up Payment in the manner set forth above in respect of such
excess (plus any interest, additions to tax, or penalties payable by you with
respect to such excess) promptly after the time that the amount can be
reasonably determined.

          (b)  Time  of  Payment:  Estimated  Payment.  The  payments  provided
               -------------------------------------
for in subsection (a) above, shall be made not later than the fifth business day
following the Date of Termination; provided, however, that if the amounts of
such payments cannot be finally determined on or before such day, the Company
shall pay to you on such day an estimate, as determined in good faith by the
Company, of the minimum amount of such payments, and shall pay the remainder of
such payments (together with interest at the rate of 6 percent per annum) as
soon as the amount thereof can be determined.  In the event that the amount of
the estimated payments exceeds the amount subsequently determined to have been


                                      II-94
<PAGE>
due, such excess shall constitute a loan by the Company to you, payable on the
fifth day after demand by the Company (together with interest at the rate of 6
percent per annum).

     10.  Miscellaneous.  No  provision  of  this  Agreement  may  be  modified,
          -------------
waived, or discharged unless such modification, waiver, or discharge is agreed
to in a writing signed by you and the Chief Executive Officer or President of
the Company.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or of compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same, or at any prior or
subsequent, time.  No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction, and performance of this Agreement shall be
governed by laws of the State of New York without giving effect to the
principles of conflict of laws thereof.

     11.  Legal  Fees  and  Expenses.  The  Company  shall  pay or reimburse any
          --------------------------
reasonable legal fees and expenses you may incur in connection with any legal
action to enforce your rights under, or to defend the validity of, this
Agreement.  The Company will pay or reimburse such legal fees and expenses on a
regular, periodic basis upon presentation by you of a statement or statements
prepared by your counsel in accordance with its usual practices.

     12.  Validity.  The  invalidity  or  unenforceability  of  any provision of
          --------
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

     13.  Payments  During  Controversy.  Notwithstanding  the  pendency  of any
          -----------------------------
dispute or controversy, the Company will continue to pay you your full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary and installments of incentive
compensation) and continue you as a participant in all compensation, benefit,
and insurance plans in which you were participating when the notice giving rise
to the dispute was given, until the dispute is finally resolved in accordance
with section 7(c).  Amounts paid under this section are in addition to all other
amounts due under this Agreement and shall not be offset against or reduce any
other amounts due under this Agreement.  You shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.

     14.  Illegality.  Anything  in  this  Agreement  to  the  contrary
          ----------
notwithstanding, this Agreement is not intended and shall not be construed to
require any payment to you which would violate any federal or state statute or
regulation, including without limitation the "golden parachute payment
regulations" of the Federal Deposit Insurance Corporation codified to Part 359
of title 12, Code of Federal Regulations.


                                      II-95
<PAGE>

     If this letter correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this letter,
which will then constitute our agreement on this subject.

                                   Very truly yours,

                                   NBT BANCORP INC.


                                   BY: /s/ DARYL R. FORSYTHE



                                   AGREED TO:



                                   /s/ Thomas R. Delduchetto
                                   Thomas R. Delduchetto


                                      II-96
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>23
<FILENAME>doc22.txt
<TEXT>


                                   EXHIBIT 21

                     List of Subsidiaries of the Registrant


                                      II-97
<PAGE>


                         SUBSIDIARIES OF THE REGISTRANT

NBT  BANCORP  INC.  has  the  following  subsidiaries,  which  are wholly owned:

NBT Bank, National Association
52 South Broad Street
Norwich, New York 13815
Telephone: (607) 337-2265
E.I.N. 15-0395735

NBT Financial Services, Inc.
52 South Broad Street
Norwich, New York 13815
Telephone: (607) 337-2265
E.I.N. 16-1576562

CNBF Capital Trust 1
24 Church Street
Canajoharie, New York 13317
Telephone: (518) 673-3243
E.I.N. 14-1249234


                                      II-98
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>24
<FILENAME>doc23.txt
<TEXT>
                                   EXHIBIT 23

                              Consent of KPMG LLP

INDEPENDENT  AUDITORS'  CONSENT
-------------------------------


The  Board  of  Directors
NBT  Bancorp  Inc.:


We consent to incorporation by reference in the registration statements on Forms
S-3  (File  Nos.  33-12247  and  333-40192)  and Forms S-8 (File Nos. 333-67615,
333-71830,  333-32842,  333-44714,  333-72772,  333-73038, and 333-66472) of NBT
Bancorp  Inc. of our report dated January 28, 2002, relating to the consolidated
balance  sheets of NBT Bancorp Inc. and subsidiaries as of December 31, 2001 and
2000,  and  the related consolidated statements of income, stockholders' equity,
cash  flows  and  comprehensive  income  for each of the years in the three-year
period  ended  December  31, 2001, which report appears in the December 31, 2001
annual  report  on  Form  10-K.





                                                            KPMG  LLP
Albany,  New  York
March  27,  2002


                                      II-99
<PAGE>

</TEXT>
</DOCUMENT>
</SUBMISSION>
