Exhibit 10.33

Description of Arrangement for Directors Fees

Except as set forth below, the following sets forth the amount of fees payable to outside directors of NBT Bancorp for their services as Directors in fiscal year 2009:

Event		Fee
Annual retainer		Cash (Member) - $5,000 Restricted Stock (Member) - $10,000 Restricted Stock (Chairman) - $50,000 Deferred common stock (Member) – 400 shares Deferred common stock (Chairman) – 600 shares
Board meeting attended		Cash (Member) - $900 per meeting Cash (Chairman) - $1,000 per meeting
Telephonic board meeting		Cash (Member) - $900 per meeting Cash (Chairman) - $1,000 per meeting
Committee meeting attended		Cash (Member) - $600 per meeting Cash (Chairman) - $900 per meeting
Telephonic committee meeting		Cash (Member) - $600 per meeting Cash (Chairman) - $900 per meeting
Common stock options		Member - 1,000 shares multiplied by the number of board meetings attended in the prior year and divided by the number of meetings held in the prior year.
		Chairman - 5,000 shares multiplied by the number of board meetings attended in the prior year and divided by the number of meetings held in the prior year.
Special meeting held with committee member representative at the request of management for the purpose of discussing board related matters.		$900 per meeting

The Chairman of the Board receives $1,000 for each board and committee meeting attended except for Compensation & Benefits Committee, Risk Management Committee and the Nominating, Organization & Board Affairs Committee for which the Chairman currently fails to meet “Director Independence” requirements identified under applicable sections of NASDAQ Corporate Governance Rules.