NBT BANCORP INC (Form: 10-K, Received: 03/02/2009 17:01:45)

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 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.

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 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 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

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.

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.

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.

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.

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 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 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.

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.

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.

SUPPLEMENTAL RETIREMENT AGREEMENT

EFFECTIVE JULY 23, 2001

The attached document ( NBT Bancorp Inc. Supplemental Executive Retirement Plan , effective as of July 23, 2001) sets forth the terms of an agreement for the payment of supplemental retirement income made as of July 23, 2001 between NBT Bancorp Inc. , a Delaware corporation and a registered financial holding company headquartered at 52 S. Broad Street, Norwich, New York 13815, and Michael J. Chewens , an individual residing at 2613 Pine Bluff Drive, Vestal, New York 13815. The parties hereby execute this agreement as follows:

NBT BANCORP INC.

By: /s/ Daryl R. Forsythe	Date: July 23, 2001
Daryl R. Forsythe
Chairman, President and
Chief Executive Officer


/s/ Micheal J. Chewens	Date: July 23, 2001
Michael J. Chewens

PREAMBLE

This NBT Bancorp Inc. Supplemental Executive Retirement Plan (the “Plan”) is effective as of July 23, 2001. The purpose of the Plan is to permit certain employees of NBT Bancorp Inc. (the “Company”), its subsidiary, NBT Bank, National Association (the “Bank”) and adopting affiliated employers to receive supplemental retirement income when such amounts would be due under the benefit and contribution formulas in the tax-qualified NBT Bancorp Inc. Defined Benefit Pension Plan and NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan but cannot be paid thereunder due to the reductions and other limitations imposed by Sections 401(a)(17), 401(k)(3), 401(m) and 415 of the Internal Revenue Code of 1986, as amended and to provide such employees’ with an aggregate retirement benefit (taking into consideration amounts paid under such Plans and social security benefits) commencing following retirement at or after age 62 of not less than 50% of such employees’ final average compensation, subject to the terms of the Plan. Capitalized terms are defined in Article 1 below.

The Plan is intended to be an unfunded, non-qualified deferred compensation plan. Neither the Employer, the Committee, nor the individual members of the Committee shall segregate or otherwise identify specific assets to be applied to the purposes of the Plan, nor shall any of them be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Employer to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Employer. No such liability shall be deemed to be secured by any pledge or any other encumbrance on any specific property of the Employer.

ARTICLE 1

DEFINITIONS

The following words and phrases shall have the meanings hereafter ascribed to them. Those words and phrases which have limited application are defined in the respective Articles in which such terms appear.

1.1	“Actuarial Equivalent” shall have the same meaning the term “Actuarial Equivalent” has under Section 2.03 of Appendix A to the Basic Retirement Plan using the following actuarial assumptions:

Mortality : “Applicable Mortality Rate” as such term is defined in Section 2.03c of Appendix A to the Basic Retirement Plan.

Interest Rate : “Applicable Interest Rate” as such term is defined in Section 2.09b of Appendix A to the Basic Retirement Plan.

1.2	“Bank” means NBT Bank, National Association or any successor thereto by merger, consolidation or otherwise by operation of law.

1.3	“Basic 401(k)/ESOP” means the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan, as amended from time to time.

1.4	“Basic 401(k)/ESOP Benefit” means the benefit paid to a Participant under the Basic 401(k)/ESOP and includes benefits payable upon Normal Retirement, Early Retirement, Postponed Retirement, death or termination of service.

1.5	“Basic 401(k)/ESOP Surviving Spouse Benefit” means the benefit payable to a Participant’s surviving spouse under the Basic 401(k)/ESOP upon the Participant’s death before a distribution of the Participant’s entire Basic 401(k)/ESOP account balance.

1.6	“Basic Retirement Plan” means the NBT Bancorp Inc. Defined Benefit Pension Plan, as amended from time to time.

1.7	“Basic Retirement Plan Benefit” means the benefit payable to a Participant under the Basic Retirement Plan and includes benefits payable upon Normal Retirement, Early Retirement, Postponed Retirement, death or termination of service.

1.8	“Basic Retirement Plan Surviving Spouse Benefit” means the benefit payable to a Participant’s surviving spouse or eligible children under the Basic Retirement Plan upon the Participant’s death, if any.

1.9

“Beneficiary” means such living person or living persons designated by the Participant in accordance with Section 7.5(a) to receive the Supplemental Retirement Benefit after his or her death, or his or her personal or legal representative, all as herein described and provided. If no Beneficiary is designated by the Participant or if no Beneficiary survives the Participant, the Beneficiary shall be the Participant’s estate.

1.10	“Board” means the Board of Directors of the Company, as duly constituted from time to time.

1.11

“Cause” means the Participant’s (a) conviction of robbery, bribery, extortion, embezzlement, fraud, grand larceny, burglary, perjury, income tax evasion, misapplication of Employer funds, false statements in violation of 18 U.S.C. § 1001, or any other felony that is punishable by a term of imprisonment of more than one year; (b) material breach of his or her duty of loyalty to the Employer; (c) acts or omissions in the performance of his or her duties having a material adverse effect on the Employer that were not done or omitted to be done in good faith or which involved intentional misconduct or a knowing violation of law; or (d) any transaction in the performance of his or her duties with the Employer from which he or she derived a material improper personal benefit.

1.12	“Change in Control” means:

(i) A change in control with respect to the Company or the Bank 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 (including an individual, corporation, partnership, trust, association, joint venture, pool, syndicate, unincorporated organization, joint-stock company or similar organization or group acting in concert) 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 common stock and other voting securities of the Company; 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 shareholders of the Company, 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 it is not the continuing or surviving corporation or pursuant to which voting securities of the Company would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of its common stock and other voting securities immediately before the merger have substantially the same proportionate ownership of common stock and other voting securities, respectively, 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 or the Bank, 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; or

(iv) Approval by the shareholders of the Company of any plan or proposal for its liquidation or dissolution.

1.13	“Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.14	“Committee” means the Plan’s administrative committee, as appointed by the Board to administer the Plan, as described in Article 10.

1.15	“Company” means NBT Bancorp, Inc. or any successor thereto by merger, consolidation or otherwise by operation of law.

1.16

“Confidential Information” means business methods, creative techniques and technical data of the Company, the Bank and their affiliates that are deemed by the Company, the Bank or any such affiliate to be and are in fact confidential business information of the Company, the Bank or its affiliates or are entrusted to the Company, the Bank or its affiliates by third parties, and includes, but is not limited to, procedures, methods, sales relationships developed while the Participant is in the service of the Company, the Bank or their 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 the Company, the Bank or their affiliates, and compositions, ideas, plans, and methods belonging to or related to the affairs of the Company, the Bank or their affiliates, except for such information as is clearly in the public domain, provided , that information that would be generally known or available to persons skilled in the Participant’s fields shall be considered to be “clearly in the public domain” for this purpose.

1.17	“Deferral Credit Account” means the bookkeeping account maintained in the name of the Employer, on behalf of each Participant, pursuant to Article 5.

1.18	“Determination Date” means the earlier of (i) the date of termination of the Participant’s employment with the Employer or (ii) the first day of the month following the Participant’s 65th birthday.

1.19	“Effective Date” means July 23, 2001.

1.20	“Employee” means a person who is an employee of the Employer.

1.21	“Employer” means the Company, the Bank and any subsidiary or affiliated corporation of either of them which, with the approval of the Board and subject to such conditions as the Board may impose, adopts the Plan, and any successor or successors of any of them.

1.22

“Final Average Compensation” shall have the same meaning as the term “Final Average Compensation” has under Section 2.27 of Appendix A to the Basic Retirement Plan, except that in determining the amount of Compensation (as defined in Section 2.14 of Appendix A to the Basic Retirement Plan) to be used in calculating Final Average Compensation under Section 2.27 of Appendix A to the Basic Retirement Plan, Compensation shall not be subject to the compensation limitation of section 401(a)(17) of the Code.

1.23	“401(k)/ESOP Benefit” means the deferred compensation 401(k)/ESOP Benefit provided to Participants and their beneficiaries in accordance with the applicable provisions of the Plan.

1.24	“Full-Time Employee” shall mean an Employee who works not less than 1,000 hours in a calendar year.

1.25	“Other Retirement Benefits” means the sum of:

(a)

The annual benefit payable to the Participant from the Basic Retirement Plan; plus

(b)

The annual Retirement Income Benefit payable to the Participant hereunder; plus

(c)

The annual amount of any supplemental retirement benefit payable to the Participant by the Employer or any other Employer pursuant to any Supplemental Retirement Agreement with the Participant (other than amounts attributable to elective deferrals of such Participant’s compensation); plus

(d)

The annual benefit that could be provided by (A) Employer contributions (other than elective deferrals) made on the Participant’s behalf under the Basic 401(k)/ESOP, and (B) actual earnings on contributions in (A), if such contributions and earnings were converted to a benefit payable at age 62 in the same form as the Supplemental Retirement Benefit, using the same actuarial assumptions as are provided under Section 1.1; plus

(e)

The annual benefit that could be provided by the Participant’s Deferral Credit Account, if such Deferral Credit Account were converted to a benefit payable at age 62 in the same form as the Supplemental Retirement Benefit, using the same actuarial assumptions as are provided under Section 1.1.

The amount of Other Retirement Benefits shall be determined by an actuary selected by the Company, with such determination to be made without regard to whether the Participant is receiving payment of such benefits on the Determination Date. To the extent the Participant receives a payment of Other Retirement Benefits described in 1.25(d) or (e) prior to the date the Supplemental Retirement Benefit is determined pursuant to this Plan, 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 Plan.

1.26	“Participant” means an Employee who has been designated by the Employer as eligible to participate in the Plan and who becomes a Participant pursuant to the provisions of Article 2.

1.27	“Plan” means the NBT Bancorp Inc. Supplemental Executive Retirement Plan, as herein set forth, and as it may hereafter be amended from time to time.

1.28

“Plan Limitation Provisions” means provisions of the Basic 401(k)/ESOP and the Basic Retirement Plan that reduce or restrict an Employee’s employer-provided benefits under the Basic Retirement Plan and employer matching contributions to the Basic 401(k)/ESOP (including Article IX and the last sentence of Section 1.12 of the Basic Retirement Plan and the next to last paragraph of Section 1.14, the third paragraph of Section 1.33 and Sections 4.5, 4.7 and 4.9 of the Basic 401(k)/ESOP, or the corresponding provisions of any amendment to such Plans) in order to satisfy the limitations imposed by one or more of the following: (i) Section 401(a)(17) of the Code, (ii) Section 401(k)(3) of the Code, (iii) Section 401(m) of the Code, or (iv) Section 415 of the Code.

1.29	“Plan Year” means the period from the Effective Date through December 31, 2001 and each calendar year thereafter within which the Plan is in effect.

1.30	“Present Value” means the present value of a benefit determined on the basis of the actuarial assumptions specified in Section 1.1

1.31	“Social Security Benefit” means the Participant’s actual social security benefit at his or her Social Security Retirement Age.

1.32	“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 Basic Retirement Plan.

1.33	“Retirement Income Benefit” means the deferred compensation retirement income benefit determined pursuant to Article 4.

1.34	“Supplemental Retirement Benefit” means the deferred compensation retirement benefit determined pursuant to Article 6.

1.35	“Supplemental Surviving Spouse Benefit” means the survivor death benefit payable to a Participant’s surviving spouse, pursuant to the provisions of Sections 8.1 through 8.3.

1.36	“Year of Service” means a calendar year in which the Participant completes not less than 1,000 Hours of Service (as defined in Section 1.25 of the Basic Retirement Plan) with an Employer.

Words importing males shall be construed to include females and the singular shall be construed to include the plural, and vice versa, wherever appropriate.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1	Plan eligibility is limited to a select group of management or highly compensated Employees, as designated in writing by the Board, who participate in the Basic Retirement Plan, the Basic 401(k)/ESOP or both such plans.

From time to time, the Company may designate one or more Employees who participate in the Basic Retirement Plan, the Basic 401(k)/ESOP or both such plans as participants in the Plan, from the class of Employees participating in the Basic Retirement Plan, the Basic 401(k)/ESOP or both such plans who are members of a select group of management Employees or are highly compensated Employees. Newly eligible Employees shall participate as of the date specified by the Board.

2.2

The Company may, from time to time, remove any Participant from participation in the Plan; provided , however, that, subject to Section 12.4, such removal will not reduce the amount of Retirement Income Benefit and 401(k)/ESOP Benefit credited to the Participant under the Plan, as determined as of the date of such Participant’s removal. A Participant so removed shall remain a Participant until all benefits are distributed in accordance with the provisions of the Plan.

2.3	The Committee may provide each eligible Employee with appropriate forms in connection with participation in the Plan.

ARTICLE 3

RETIREMENT DATE

3.1	A Participant’s Retirement Date shall be his or her date of actual retirement, which may be his or her Normal, Early, Disability or Postponed Retirement Date, whichever is applicable pursuant to the following sections of this Article 3.

3.2	A Participant’s Normal Retirement Age shall be the 65th anniversary of his or her birth. Such Participant’s Normal Retirement Date shall be the date coinciding with Normal Retirement Date under the Basic Retirement Plan.

3.3	A Participant may retire on an Early Retirement Date, which shall be the date coinciding with the initial distribution of an early retirement benefit under the Basic Retirement Plan.

3.4	A Participant may retire on a Disability Retirement Date, which shall be the date coinciding with the initial distribution of a disability retirement benefit under the Basic Retirement Plan.

3.5	If a Participant continues in the employment of the Employer beyond Normal Retirement Date, the date coinciding with postponed retirement under the Basic Retirement Plan shall be the Participant’s Postponed Retirement Date.

ARTICLE 4

RETIREMENT INCOME BENEFIT

4.1

The Retirement Income Benefit payable to an eligible Participant in the form of a life annuity with five years certain commencing on his or her Normal, Early, Disability or Postponed Retirement Date, as the case may be, shall be equal to the excess, if any, of the amount specified in (a) over the amount specified in (b), as stated below:

(a)

the monthly amount of Basic Retirement Plan retirement income payable upon Normal, Early or Postponed Retirement Date, as the case may be, to which the Participant would have been entitled under the Basic Retirement Plan, if such benefit were calculated under the Basic Retirement Plan without giving effect to the limitations and restrictions imposed by the application of Plan Limitation Provisions and any other provisions of the Basic Retirement Plan that are necessary to comply with Code Sections 401(a)(17) and 415, or any successor provisions thereto;

(b)

the sum of (i) the monthly amount of Basic Retirement Plan retirement income payable upon Normal, Early or Postponed Retirement Date, as the case may be, actually payable to the Participant under the Basic Retirement Plan, after the limitations and restrictions imposed by the application of the Plan Limitation Provisions and any other provisions of the Basic Retirement Plan that are necessary to comply with Code Sections 401(a)(17) and 415, or any successor provisions thereto, plus (ii) the monthly amount of retirement income that is the actuarial equivalent (determined in accordance with the Basic Retirement Plan) of any supplemental retirement benefit payable to the Participant by any Employer upon Normal, Early or Postponed Retirement Date, as the case may be, pursuant to any Supplemental Retirement Agreement with the Participant.

4.2

With respect to eligible Participants who terminate their employment other than on a Retirement Date specified in Article 3, the vested Retirement Income Benefit payable in the form of a life annuity with five years certain, commencing on the date the Participant is eligible for a vested retirement benefit under the Basic Retirement Plan, shall be equal to the excess, if any, of the amount specified in (a) over the amount specified in (b), as stated below:

(a)

the monthly amount of Basic Retirement Plan vested retirement income payable upon termination of service to which the Participant would have been entitled under the Basic Retirement Plan, if such benefit were calculated under the Basic Retirement Plan without giving effect to the limitations and restrictions imposed by the application of the Plan Limitation Provisions and any other provisions of the Basic Retirement Plan that are necessary to comply with Code Sections 401(a)(17) and 415, or any successor provisions thereto;

(b)

the sum of (i) the monthly amount of Basic Retirement Plan vested retirement income payable upon termination of service actually payable to the Participant under the Basic Retirement Plan, after the limitations and restrictions imposed by the application of the Plan Limitation Provisions and any other provisions of the Basic Retirement Plan that are necessary to comply with Code Sections 401(a)(17) and 415, or any successor provisions thereto, plus (ii) the monthly amount of retirement income that is the actuarial equivalent (determined in accordance with the Basic Retirement Plan) of any supplemental retirement benefit payable to the Participant by any Employer following such termination of service pursuant to any Supplemental Retirement Agreement with the Participant.

ARTICLE 5

SUPPLEMENTAL 401(k)/ESOP

BENEFIT AND DEFERRAL CREDIT ACCOUNTS

5.1

The 401(k)/ESOP Benefit under the Plan shall equal the discretionary and matching contributions or other Employer-provided benefit to the extent provided for under the Basic 401(k)/ESOP (disregarding the limitations and restrictions imposed by the application of the Plan Limitation Provisions and any other provisions of the Basic 401(k)/ESOP that are necessary to comply with Code Sections 401(a)(17), 401(k)(3), 401(m), and 415, or any successor provisions thereto) for plan years of the Basic 401(k)/ESOP ending after the Effective Date, less any such amount actually contributed by the Employer to the Basic 401(k)/ESOP for such plan years (to the extent permitted by the terms thereof, taking into account the limitations and restrictions imposed by the application of the Plan Limitation Provisions and any other provisions of the Basic 401(k)/ESOP that are necessary to comply with Code Sections 401(a)(17), 401(k)(3), 401(m), and 415, or any successor provisions thereto), adjusted for income, gains and losses based on deemed investments, pursuant to Section 5.4 below. For purposes of this Section 5.1, it shall be assumed that the Participant has made Basic 401(k)/ESOP contributions, on a before-tax or after-tax basis, as are necessary to qualify for the maximum Employer provided benefit available under the Basic 401(k)/ESOP to similarly situated Basic 401(k)/ESOP Participants who are not affected by such restrictions and limitations.

5.2	The 401(k)/ESOP Benefit under the Plan shall be accounted for by the Employer under a Deferral Credit Account, maintained in the name of the Employer, on behalf of each Participant.

5.3

Each Deferral Credit Account maintained by the Employer shall be credited with units on behalf of each Participant, as appropriate in accordance with the 401(k)/ESOP Benefit, as soon as administratively practicable, but in no event later than March 15 of the Plan Year following the Plan Year in which Basic 401(k)/ESOP contributions on behalf of the Participant were limited or restricted.

5.4

The 401(k)/ESOP Benefit credited annually to each Participant’s Deferral Credit Account under the Plan shall be deemed to be invested on a time weighted basis, based upon the crediting of the Deferral Credit Account under Section 5.3 above, as if such amounts had been invested in the same manner as the investment of the corresponding amounts pursuant to the Basic 401(k)/ESOP, and such Account shall be credited with income and gains, and charged with losses, as if such investments had actually been made.

ARTICLE 6

SUPPLEMENTAL RETIREMENT BENEFIT

6.1

If an eligible Participant shall remain employed by the Employer until reaching his or her 62nd birthday, serving as a Full-Time Employee until such date, and subject to the other terms and conditions of this Plan, the Company shall pay such Participant an annual “Supplemental Retirement Benefit” determined as follows:

(a)

the Participant shall be entitled to a Supplemental Retirement Benefit on and after his or her 62nd birthday but before his or her Social Security Retirement Age in an amount equal to the excess, if any, of (1) 50 percent of the Participant’s Final Average Compensation, over (2) the Participant’s Other Retirement Benefits, determined as of the Determination Date.

(b)

the Participant shall be entitled to a Supplemental Retirement Benefit on and after his or her Social Security Retirement Age in an amount equal to the excess, if any, of (1) 50 percent of the Participant’s Final Average Compensation, over (2) the sum of (aa) the Participant’s Other Retirement Benefits, determined as of the Determination Date, plus (bb) the Participant’s Social Security Benefit.

6.2

If an eligible Participant shall remain employed by the Employer until reaching his or her 60th birthday, serving as a Full-Time Employee until such date and he or she continues to serve as a Full-Time Employee until the date of his or her retirement, and he or she retires then or thereafter but before reaching his or her 62nd birthday, and subject to the other terms and conditions of this Plan, the Company shall pay such Participant after the date of his or her retirement, pursuant to Section 7.4(b), or to his or her spouse or other Beneficiary, pursuant and subject to Section 8.6(c) if he or she has died before his or her 62nd birthday, a reduced early Supplemental Retirement Benefit calculated in accordance with the following schedule:

(a)

if the date of the Participant’s retirement shall be on or after his or her 60th birthday but before his or her 61st birthday, the Company shall pay such Participant 60% of the Supplemental Retirement Benefit calculated in accordance with Section 6.1; and

(b)

if the date of the Participant’s retirement shall be on or after his or her 61st birthday but before his or her 62nd birthday, the Company shall pay such Participant 70% of the Supplemental Retirement Benefit so calculated.

ARTICLE 7

MODES OF BENEFIT PAYMENT AND

VESTING OF BENEFITS

7.1

Except as otherwise provided in the following paragraph, any Retirement Income Benefit and 401(k)/ESOP Benefit payable under the Plan to a Participant, beneficiary, joint or contingent annuitant or eligible child, shall be payable in the modes provided by, and subject to the provisions of, the Basic Retirement Plan and Basic 401(k)/ESOP, respectively, as the case may be. Any Retirement Income Benefit paid from the Plan in a form other than a life annuity shall be the actuarial equivalent of a life annuity, utilizing the actuarial equivalent factors set forth in the Basic Retirement Plan and applied to obtain the optional mode of payment thereunder.

The Committee, in its sole discretion and consistent with the best interests of the Employer may distribute any Retirement Income Benefit and 401(k)/ESOP Benefit payable under the Plan to a Participant, beneficiary, joint or contingent annuitant, or eligible child, as a single lump sum benefit, using, in the case of a Retirement Income Benefit, the actuarial equivalent factors set forth in the Basic Retirement Plan for lump-sum cashouts. In exercising its discretion hereunder, the Committee shall not be bound by any request by a Participant, beneficiary, joint or contingent annuitant, or eligible child, to receive any Retirement Income Benefit and 401(k)/ESOP Benefit payable under the Plan as a single lump-sum benefit.

7.2

Except with respect to receipt of a lump sum benefit under Section 7.1, any elections for an optional mode of benefit payment made by a Participant under the Basic Retirement Plan and the Basic 401(k)/ESOP, shall also be effective with respect to any Retirement Income Benefit and 401(k)/ESOP Benefit, as the case may be, payable under the Plan to a Participant, beneficiary, joint or contingent annuitant, or eligible child.

7.3

Except with respect to receipt of a lump sum benefit under Section 7.1, payment of any Retirement Income Benefit and 401(k)/ESOP Benefit under the Plan shall commence on the same date as payment of a Basic Retirement Plan and 401(k)/ESOP Plan distribution payable to a Participant or beneficiary, and shall terminate on the date of last payment of Basic Retirement Plan and 401(k)/ESOP Plan distribution, as the case may be.

7.4	The Supplemental Retirement Benefit shall be paid:

(a)

except as provided in Section 7.4(b) (early retirement) and Section 8.6 (death), commencing on the first day of the month following the later of the Participant’s retirement or his or her attainment of age 62; or

(b)

commencing on the first day of the month following the Participant’s Determination Date in connection with early retirement after reaching age 60 and prior to the date of his or her 62nd birthday.

7.5	The Supplemental Retirement Benefit shall be paid in the form specified below:

(a)

The Supplemental Retirement Benefit shall be paid as a straight life annuity, payable in monthly installments, for the Participant’s life; provided , however, that if the Participant has no surviving spouse and dies before having received 60 monthly payments, such monthly payments shall be continued to his or her Beneficiary until the total number of monthly payments to the Participant and his or her Beneficiary equal 60, whereupon all payments shall cease and the Company’s obligation to pay the Supplemental Retirement Benefit under shall be deemed to have been fully discharged. If the Participant and his or her 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 the Participant and his or her Beneficiary. If Supplemental Retirement Benefits are payable in the form described in this Section 7.5(a), the Participant shall designate in writing, as his or her Beneficiary, any person or persons, primarily, contingently or successively, to whom the Company shall pay benefits following the Participant’s death if the Participant’s death occurs before 60 monthly payments have been made.

(b)

Notwithstanding the form of payment described in Section 7.5(a), if the Participant 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 the Participant’s spouse as the Beneficiary. The 50% joint and survivor annuity shall be the Actuarial Equivalent of the benefit described in Section 7.5(a). If the Supplemental Retirement Benefit is payable pursuant to this Section 7.5(a), but the Participant’s spouse fails to survive him or her, no payments of the Supplement Retirement Benefit will be made following the Participant’s death.

(c)

Notwithstanding the foregoing provisions of this Section 7.5, the Company, in its sole discretion, may accelerate the payment of all or any portion of the Supplemental Retirement Benefit or the reduced early Supplemental Retirement Benefit at any time. Any payment accelerated in accordance with this Section 7.5(c) shall be the Actuarial Equivalent of the payment being accelerated.

7.6	Subject to Section 12.4, each Participant shall have a 100 percent vested and non-forfeitable right to benefits under the Plan.

ARTICLE 8

DEATH BENEFITS

8.1

Upon the death of: (i) a Participant who has not terminated from employment before Retirement Date as defined in Section 3.1, or (ii) a Participant who retires on a Retirement Date as defined in Section 3.1 and dies before the complete distribution of Basic Retirement Plan Benefit and Basic 401(k)/ESOP Benefit, as the case may be, benefits shall be payable as set forth in Sections 8.2, 8.3 and 8.4.

8.2

With respect to any Retirement Income Benefit, if a Basic Retirement Plan pre-retirement survivor annuity or post retirement survivor annuity, as the case may be, is payable to a Participant’s surviving spouse or eligible children, if applicable, a supplemental pre-retirement survivor annuity or post retirement survivor annuity, as the case may be, shall be payable to the surviving spouse or eligible children, if applicable, under the Plan. The monthly amount of the Supplemental Surviving Spouse Benefit pre-retirement survivor annuity or post retirement survivor annuity, as the case may be, payable to a surviving spouse or eligible children, if applicable, shall be equal to the excess, if any, of the amount specified in (a) over the amount specified in (b), as stated below:

(a)

the monthly amount of Basic Retirement Plan pre-retirement survivor annuity or post retirement survivor annuity, as the case may be, to which the surviving spouse or eligible children, if applicable, would have been entitled under the Basic Retirement Plan, if such benefit were calculated under the Basic Retirement Plan without giving effect to the limitations and restrictions imposed by the Plan Limitation Provisions and any other provisions of the Basic Retirement Plan that are necessary to comply with Code Sections 401(a)(17) and 415, or any successor provisions thereto;

(b)

(i) the monthly amount of Basic Retirement Plan pre-retirement survivor annuity or post retirement survivor annuity, as the case may be, actually payable to the surviving spouse or eligible children, if applicable, under the Basic Retirement Plan, after the limitations imposed by the application of Plan Limitation Provisions and any other provisions of the Basic Retirement Plan that are necessary to comply with Code Sections 401(a)(17) and 415, or any successor provisions thereto plus (ii) the monthly amount that is the actuarial equivalent (determined in accordance with the Basic Retirement Plan) of any supplemental retirement benefit payable to the surviving spouse or eligible children, if applicable, by any Employer following the Participant’s death pursuant to any Supplemental Retirement Agreement with the Participant.

8.3

The Retirement Income Benefit supplemental pre-retirement survivor annuity or post retirement survivor annuity shall be payable over the lifetime of the surviving spouse, or to eligible children to the extent provided in the Basic Retirement Plan, in monthly installments commencing on the same date as payment of the Basic Retirement Plan pre-retirement survivor annuity or post retirement survivor annuity, as the case may be, and shall terminate on the date of the last payment of the Basic Retirement Plan pre-retirement survivor annuity or post retirement survivor annuity, as the case may be.

8.4	With respect to any 401(k)/ESOP Benefit, all amounts credited to the Participant’s Deferral Credit Account shall be payable in a single lump sum to the Participant’s surviving spouse, if any, as a Supplemental Surviving Spouse Benefit, unless an optional mode has been elected pursuant to Article 7.

8.5

Upon the death of a Participant under the circumstances set forth in clauses (i) and (ii) of Section 8.1, if no Basic Retirement Plan Surviving Spouse Benefit, or Basic 401(k)/ESOP Surviving Spouse Benefit, as the case may be, is payable, (a) no further Retirement Income Benefit shall be payable, unless an optional mode has been elected pursuant to Article 7, and (b) all amounts credited to the Participant’s Deferral Credit Account shall be payable to the Participant’s designated beneficiary in a single lump sum, unless an optional mode has been elected pursuant to Article 7.

8.6	The following provisions shall apply with respect to payment of the Supplemental Retirement Benefit after the death of a Participant:

(a)

Except as provided in Section 8.6(b), if a Participant shall die before his or her 62nd birthday, no Supplemental Retirement Benefit shall be payable.

(b)

If a Participant shall die on or after his or her 60th birthday, after he or she has retired but before payment of any Supplemental Retirement Benefit has commenced, the Participant’s surviving spouse, if any, shall be paid as a straight life annuity 50 percent of the Supplemental Retirement Benefit for her life commencing within 30 days following the Participant’s death. Such payments shall be made in monthly installments, subject to the right of the Company to accelerate payment at any time in accordance with Section 7.5(c). However, if such Participant is not married at the time of his or her death, the Company shall pay to the Participant’s Beneficiary a lump sum benefit equal to 50 percent of the Present Value of the Participant’s Supplemental Retirement Benefit.

(c)

Except as provided in Section 8.6(b), no Supplemental Retirement Benefit shall be payable if the Participant dies before payment of any Supplement Retirement Benefit has begun without having a spouse who survives him or her.

(d)

If a Participant dies after payment of a Supplemental Retirement Benefit has commenced, the amount, if any, of the Supplemental Retirement Benefit payable to the Participant’s surviving spouse or other Beneficiary shall be determined pursuant to the applicable provisions of Section 7.5.

ARTICLE 9

UNFUNDED PLAN

9.1

The Plan shall be administered as an unfunded plan and is not intended to meet the qualification requirements of Sections 401(a) and 401(k) of the Code. No Participant or beneficiary shall be entitled to receive any payment or benefits under the Plan from the qualified trust maintained in connection with the Basic Retirement Plan and Basic 401(k)/ESOP.

9.2

The Employer shall have the right to establish a reserve, establish a grantor trust or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits, including, but not limited to, investments in one or more registered investment companies under the Investment Company Act of 1940, as amended, to the extent permitted by applicable banking or other law; provided , however, that no Participant or beneficiary shall have any interest in such investment, trust, or reserve.

9.3

To the extent that any Participant or beneficiary acquires a right to receive benefits under the Plan, such rights shall be no greater than those rights which guarantee to the Participant or beneficiary the strongest claim to such benefits, without resulting in the Participant’s or beneficiary’s constructive receipt of such benefits.

9.4	With respect to any 401(k)/ESOP Benefit, 100% of the Participant’s Deferral Credit Account shall be deemed to be invested as provided in Section 5.4 above. A Participant’s Deferral Credit Account may not be encumbered or assigned by a Participant or any beneficiary.

9.5	A Participant or beneficiary with a Retirement Income Benefit, the 401(k)/ESOP Benefit or both such Benefits under the Plan shall be an unsecured creditor of the Employer as to any benefit payable under the Plan.

9.6

Not later than the closing of any transaction that would constitute a Change of Control, the Employer shall transfer to an independent corporate trustee of a grantor trust within the meaning of section 671 of the Code that satisfies the applicable requirements of Revenue Procedure 92-64 or any successor thereto an amount sufficient to cover all potential liabilities under this Plan.

ARTICLE 10

ADMINISTRATION

10.1

Except for the functions reserved to the Company or the Board, the administration of the Plan shall be the responsibility of the Committee. The Committee shall consist of three or more persons designated by the Company. Members of the Committee shall serve for such terms as the Company shall determine and until their successors are designated and qualified. Any member of the Committee may resign upon at least 60 days written notice to the Company, or may be removed from office by the Company at any time, with or without notice.

10.2

The Committee shall hold meetings upon notice at such times and places as it may determine. Notice shall not be required if waived in writing. Any action of the Committee shall be taken pursuant to a majority vote at a meeting, or pursuant to the written consent of a majority of its members without a meeting, and such action shall constitute the action of the Committee and shall be binding in the same manner as if all members of the Committee had joined therein. A majority of the members of the Committee shall constitute a quorum. No member of the Committee shall note or be counted for quorum purposes on any matter relating solely to himself or herself or his or her rights under the Plan. The Committee shall record minutes of any actions taken at its meetings or of any other official action of the Committee. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by the Secretary of the Committee or by any of the members of the Committee or by a representative of the Committee authorized by the Committee to sign the same in its behalf.

10.3

The Committee shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan. The determination of the Committee as to any question involving the Plan shall be final, conclusive and binding. Any discretionary actions to be taken under the Plan by the Committee shall be uniform in their nature and applicable to all persons similarly situated. Without limiting the generality of the foregoing, the Committee shall have the following powers and duties:

(a)

the duty to furnish to all Participants, upon request, copies of the Plan;

(b)

the power to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefits under the Plan;

(c)

the power to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan;

(d)

the power to interpret the Plan, and to resolve ambiguities, inconsistencies and omissions, which findings shall be binding, final and conclusive;

(e)

the power to decide on questions concerning the Plan in accordance with the provisions of the Plan;

(f)

the power to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan and to provide a full and fair review to any Participant whose claim for benefits has been denied in whole or in part;

(g)

the power to designate a person who may or may not be a member of the Committee as Plan “Administrator” for purposes of the Employee Retirement Income Security Act of 1974 (ERISA); if the Committee does not so designate an Administrator, the Committee shall be the Plan Administrator;

(h)

the power to allocate any such powers and duties to or among individual members of the Committee; and

(i)

the power to designate persons other than Committee members to carry out any duty or power which would otherwise be a responsibility of the Committee or Administrator, under the terms of the Plan.

10.4

To the extent permitted by law, the Committee and any person to whom it may delegate any duty or power in connection with administering the Plan, the Company, any Employer, and the officers and directors thereof, shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any actuary, counsel, accountant, other specialist, or other person selected by the Committee, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, no member of the Committee, nor the Company, any Employer, nor the officers or directors thereof, shall be liable for any neglect, omission or wrongdoing of any other members of the Committee, agent, officer or employee of the Company or any Employer. Any person claiming benefits under the Plan shall look solely to the Employer for redress.

10.5

All expenses incurred before the termination of the Plan that shall arise in connection with the administration of the Plan (including, but not limited to administrative expenses, proper charges and disbursements, compensation and other expenses and charges of any actuary, counsel, accountant, specialist, or other person who shall be employed by the Committee in connection with the administration of the Plan), shall be paid by the Employer.

ARTICLE 11

AMENDMENT OR TERMINATION

11.1

The Board shall have the power to suspend or terminate the Plan in whole or in part at any time, and from time to time to extend, modify, amend or revise the Plan in such respects as the Board, by resolution, may deem advisable; provided , however, that no such extension, modification, amendment, revision, or termination shall deprive a Participant or any beneficiary of any benefit accrued under the Plan.

11.2

In the event of a termination or partial termination of the Plan, the rights of all affected parties, if any, to benefits accrued to the date of such termination or partial termination, shall become nonforfeitable to the same extent that such rights would be nonforfeitable if such benefits were provided under the Basic Retirement Plan or the Basic 401(k)/ESOP and such plans were terminated on such date.

11.3	No amendment of the Plan shall reduce the vested and accrued benefits, if any, of a Participant under this Plan, except to the extent that such a reduction would be permitted if such benefits were provided under the Basic Retirement Plan or the Basic 401(k)/ESOP.

11.4

In the event of the termination or partial termination of the Plan: (a) the Company shall pay in one lump sum to affected Participants or their beneficiaries the 401(k)/ESOP Benefit, if any, to which they are entitled, as if such Participants’ termination of service had occurred on the date the Plan is terminated, and (b) the Retirement Income Benefit and Supplemental Retirement Benefit, if any, to which they are entitled shall continue to be payable.

ARTICLE 12

GENERAL PROVISIONS

12.1

The Plan shall not be deemed to constitute an employment contract between the Employer and any Employee or other person, whether or not in the employ of the Employer, nor shall anything herein contained be deemed to give any Employee or other person, whether or not in the employ of the Employer, any right to be retained in the employ of the Employer, or to interfere with the right of the Employer to discharge any Employee at any time and to treat such Employee without any regard to the effect which such treatment might have upon such Employee as a Participant of the Plan.

12.2

Except as provided in Section 12.4, or as may otherwise be required by law, no distribution or payment under the Plan to any Participant or beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such distribution or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to such distribution or payment. If any Participant or beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any such distribution or payment, voluntarily or involuntarily, the Committee, in its sole discretion, may cancel such distribution or payment or may hold or cause to be held or applied such distribution or payment, or any part thereof, to or for the benefit of such Participant or beneficiary, in such manner as the Committee shall direct.

12.3

If the Employer determines that any person entitled to payments under the Plan is incompetent by reason of physical or mental disability, it may cause all payments thereafter becoming due to such person to be made to any other person for his or her benefit, without responsibility to follow application of amounts so paid. Payments made pursuant to this provision shall completely discharge the Plan, the Employer and the Committee.

12.4	Notwithstanding any other provision of this Plan:

(a)

if the Employer determines that Cause exists for the termination of the Participant’s employment, the Participant and his or her spouse and beneficiaries shall forfeit all rights to any payments under this Plan;

(b)

if a Participant separates from service before having completed five Years of Service with any Employer, no Supplemental Retirement Benefit shall be payable hereunder;

(c)

no amounts shall be payable hereunder to the Participant and his or her spouse and beneficiaries:

(i) following any breach by the Participant of any provision of any employment or other written agreement with the Company, the Bank or any other Employer with respect to confidentiality, non-competition, non-interference with, or non-solicitation of, employees, customers, suppliers or agents or similar matters, provided that no Change in Control shall have occurred before such breach;

(ii) if, without the prior written consent of the Company, the Participant discloses or divulges to any third party, except as may be required by his or her duties, by law, regulation, or order of a court or government authority, or as directed by the Company, or uses to the detriment of the Company or its affiliates or in any business or on behalf of any business competitive with or substantially similar to any business of the Company or the Bank or their affiliates, any Confidential Information obtained during the course of his or her employment by the Company, the Bank or any affiliate of any of either of them, provided that this Section 12.4(c)(ii) shall not be construed as restricting the Participant from disclosing such information to the employees of the Company or the Bank or their affiliates;

(iii) if while the Participant is employed by the Company, the Bank, any Employer or any affiliate of any of them or within two years after any termination of such employment other than in anticipation of or following a Change in Control, the Participant (A) interferes with the relationship of the Company, the 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 the Company, the Bank or their affiliates), or (B) directly or indirectly diverts or attempts to divert from the Company, the Bank or their affiliates any business in which any of them has been actively engaged during the period of such employment, or interferes with the relationship of the Company, the Bank or their affiliates with any of their customers or prospective customers, provided , that this Section 12.4(c)(iii) shall not, in and of itself, prohibit the Participant from engaging in the banking, trust, or financial services business in any capacity, including that of an owner or employee; and

(d)

if any particular provision of this section 12.4 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete from 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 12.4 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 the Company, the Bank and their affiliates, to the fullest extent permitted by applicable law, the benefits intended by this section 12.4.

12.5	The Employer shall be the sole source of benefits under the Plan, and each Employee, Participant, beneficiary, or any other person who shall claim the right to any payment or benefit under the Plan shall be entitled to look solely to the Employer for payment of benefits.

12.6

If the Employer is unable to make payment to any Participant, beneficiary, or any other person to whom a payment is due under the Plan, because it cannot ascertain the identity or whereabouts of such Participant, beneficiary, or other person after reasonable efforts have been made to identify or locate such person (including a notice of the payment so due mailed to the last known address of such Participant, beneficiary, or other person shown on the records of the Employer), such payment and all subsequent payments otherwise due to such Participant, beneficiary or other person shall be forfeited 24 months alter the date such payment first became due; provided , however, that such payment and any subsequent payments shall be reinstated, retroactively, no later than 60 days after the date on which the Participant, beneficiary, or other person shall make application therefor. Neither the Company, the Committee nor any other person shall have any duty or obligation under the Plan to make any effort to locate or identify any person entitled to benefits under the Plan, other than to mail a notice to such person’s last known mailing address.

12.7

If upon the payment of any benefits under the Plan, the Employer shall be required to withhold any amounts with respect to such payment by reason of any federal, state or local tax laws, rules or regulations, then the Employer shall be entitled to deduct and withhold such amounts from any such payments. In any event, such person shall make available to the Employer, promptly when requested by the Employer, sufficient funds or other property to meet the requirements of such withholding. Furthermore, at any time the Employer shall be obligated to withhold taxes, the Employer shall be entitled to take and authorize such steps as it may deem advisable in order to have the amounts required to be withheld made available to the Employer out of any funds or property due to become due to such person, whether under the Plan or otherwise.

12.8

The Committee, in its discretion, may increase or decrease the amount of any benefit payable hereunder if and to the extent that it determines, in good faith, that an increase is necessary in order to avoid the omission of a benefit intended to be payable under this Plan or that a decrease is necessary in order to avoid a duplication of the benefits intended to be payable under this Plan.

12.9

The provisions of the Plan shall be construed, administered and governed under applicable federal laws and the laws of the State of New York. In applying the laws of the State of New York, no effect shall be given to conflict of laws principles that would cause the laws of another jurisdiction to apply.

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

PART I

ITEM 1	BUSINESS

ITEM 1A	RISK FACTORS

ITEM 1B	UNRESOLVED STAFF COMMENTS

ITEM 2	PROPERTIES

ITEM 3	LEGAL PROCEEDINGS

ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

PART II

ITEM 5	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6	SELECTED FINANCIAL DATA

ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
		Report of Independent Registered Public Accounting Firm
		Consolidated Balance Sheets at December 31, 2008 and 2007
		Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2008
		Consolidated Statements of Changes in Stockholders’ Equity for each of the years in the three-year period ended December 31, 2008
		Consolidated Statements of Cash Flows for each of the years in the three- year period ended December 31, 2008
		Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2008
		Notes to Consolidated Financial Statements

ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A	CONTROLS AND PROCEDURES

ITEM 9B	OTHER INFORMATION

PART III

ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE*

ITEM 11	EXECUTIVE COMPENSATION*

ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*

ITEM 13	CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES*

PART IV

ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

	(a)	(1)	Consolidated 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.
	(b)	Refer to item 15(a)(3)above.
	(c)	Refer to item 15(a)(2) above.

SIGNATURES

County	Branches	ATMs	County	Branches	ATMs
NBT Bank Division			Pennstar Bank Division
New York			Pennsylvania
Albany County	4	6	Lackawanna County	16	24
Broome County	8	13	Luzerne County	4	8
Chenango County	11	13	Monroe County	6	8
Clinton County	3	2	Pike County	3	4
Delaware County	5	5	Susquehanna County	6	8
Essex County	3	6	Wayne County	3	5
Franklin County	1	1
Fulton County	7	12
Hamilton County	1	1
Herkimer County	2	1
Montgomery County	6	5
Oneida County	6	13
Otsego County	9	16
Rensselaer	1	1
Saratoga County	5	7
Schenectady County	1	1
Schoharie County	4	3
St. Lawrence County	5	6
Tioga County	1	1
Ulster County	-	1
Warren County	1	-

	High		Low		Dividend
2007
1st quarter	$	25.81	$	21.73	$	0.20
2nd quarter		23.45		21.80		0.20
3rd quarter		23.80		17.10		0.20
4th quarter		25.00		20.58		0.20
2008
1st quarter	$	23.65	$	17.95	$	0.20
2nd quarter		25.00		20.33		0.20
3rd quarter		36.47		19.05		0.20
4th quarter		30.83		21.71		0.20

	Period Ending
Index	12/31/03		12/31/04		12/31/05		12/31/06		12/31/07		12/31/08
NBT Bancorp	$	100.00	$	123.79	$	107.43	$	131.04	$	121.37	$	153.61
NASDAQ Financial Stocks	$	100.00	$	115.23	$	117.94	$	134.76	$	125.03	$	88.63
NASDAQ Composite Index	$	100.00	$	109.14	$	111.46	$	123.02	$	136.12	$	81.73

	Year ended December 31,
(In thousands, except per share data)	2008			2007			2006			2005			2004
Interest, fee and dividend income	$	294,414		$	306,117		$	288,842		$	236,367		$	210,179
Interest expense		108,368			141,090			125,009			78,256			59,692
Net interest income		186,046			165,027			163,833			158,111			150,487
Provision for loan and lease losses		27,181			30,094			9,395			9,464			9,615
Noninterest income excluding securities gains (losses)		70,171			57,586			49,504			43,785			40,673
Securities gains (losses) , net		1,535			2,113			(875	)		(1,236	)		216
Noninterest expense		146,813			122,517			122,966			115,305			109,777
Income before income taxes		83,758			72,115			80,101			75,891			71,984
Net income		58,353			50,328			55,947			52,438			50,047

Per common share
Basic earnings	$	1.81		$	1.52		$	1.65		$	1.62		$	1.53
Diluted earnings		1.80			1.51			1.64			1.60			1.51
Cash dividends paid		0.80			0.79			0.76			0.76			0.74
Book value at year-end		13.24			12.29			11.79			10.34			10.11
Tangible book value at year-end		9.01			8.78			8.42			8.75			8.66
Average diluted common shares outstanding		32,427			33,421			34,206			32,710			33,087

At December 31,
Securities available for sale, at fair value	$	1,119,665		$	1,140,114		$	1,106,322		$	954,474		$	952,542
Securities held to maturity, at amortized cost		140,209			149,111			136,314			93,709			81,782
Loans and leases		3,651,911			3,455,851			3,412,654			3,022,657			2,869,921
Allowance for loan and lease losses		58,564			54,183			50,587			47,455			44,932
Assets		5,336,088			5,201,776			5,087,572			4,426,773			4,212,304
Deposits		3,923,258			3,872,093			3,796,238			3,160,196			3,073,838
Borrowings		914,123			868,776			838,558			883,182			752,066
Stockholders’ equity		431,845			397,300			403,817			333,943			332,233

Key ratios
Return on average assets		1.11	%		0.98	%		1.14	%		1.21	%		1.21	%
Return on average equity		14.16			12.60			14.47			15.86			15.69
Average equity to average assets		7.83			7.81			7.85			7.64			7.74
Net interest margin		3.95			3.61			3.70			4.01			4.03
Dividend payout ratio		44.44			52.32			46.34			47.50			49.01
Tier 1 leverage		7.17			7.14			7.57			7.16			7.13
Tier 1 risk-based capital		9.75			9.79			10.42			9.80			9.78
Total risk-based capital		11.00			11.05			11.67			11.05			11.04

Selected Quarterly Financial Data
	2008												2007
(Dollars in thousands, except per share data)	First			Second			Third			Fourth			First			Second			Third			Fourth
Interest, fee and dividend income	$	74,652		$	72,854		$	73,621		$	73,287		$	75,459		$	76,495		$	77,181		$	76,982
Interest expense		30,587			26,849			26,578			24,354			34,830			35,137			35,994			35,129
Net interest income		44,065			46,005			47,043			48,933			40,629			41,358			41,187			41,853
Provision for loan and lease losses		6,478			5,803			7,179			7,721			2,096			9,770			4,788			13,440
Noninterest income excluding net securities gains (losses)		16,080			16,401			17,452			20,238			12,695			13,971			15,043			15,877
Net securities gains (losses)		15			18			1,510			(8	)		(5	)		21			1,484			613
Noninterest expense		34,034			35,423			37,058			40,298			30,872			28,014			31,227			32,404
Net income		13,716			14,657			15,083			14,897			14,132			12,064			15,147			8,985
Basic earnings per share	$	0.43		$	0.46		$	0.47		$	0.46		$	0.41		$	0.36		$	0.46		$	0.28
Diluted earnings per share	$	0.43		$	0.45		$	0.46		$	0.45		$	0.41		$	0.36		$	0.46		$	0.28
Net interest margin		3.84	%		3.94	%		3.94	%		4.06	%		3.63	%		3.63	%		3.56	%		3.61	%
Return on average assets		1.07	%		1.12	%		1.13	%		1.11	%		1.13	%		0.95	%		1.17	%		0.69	%
Return on average equity		13.68	%		14.49	%		14.58	%		13.88	%		14.06	%		11.90	%		15.41	%		9.06	%
Average diluted common shares outstanding		32,252			32,242			32,453			32,758			34,457			33,936			32,921			32,398

Table 1. Average Balances and Net Interest Income
	2008							2007							2006
	Average				Yield/			Average				Yield/			Average				Yield/
(Dollars in thousands)	Balance		Interest		Rate			Balance		Interest		Rate			Balance		Interest		Rate
Assets
Short-term interest bearing accounts	$	9,190	$	186		2.03	%	$	8,395	$	419		4.99	%	$	8,116	$	395		4.87	%
Securities available for sale 1		1,113,810		56,841		5.10			1,134,837		57,290		5.05			1,110,405		53,992		4.86
Securities held to maturity 1		149,775		8,430		5.63			144,518		8,901		6.16			115,636		7,071		6.11
Investment in FRB and FHLB Banks		39,735		2,437		6.13			34,022		2,457		7.22			39,437		2,076		5.26
Loans and leases 2		3,567,299		233,016		6.53			3,425,318		243,317		7.10			3,302,080		230,800		6.99
Total earning assets		4,879,809		300,910		6.17			4,747,090		312,384		6.58			4,575,674		294,334		6.43
Other non-interest earning assets		384,846							362,497							349,396
Total assets	$	5,264,655						$	5,109,587						$	4,925,070

Liabilities and stockholders’ equity
Money market deposit accounts	$	778,477		14,373		1.85	%	$	663,532		22,402		3.38	%	$	543,323		18,050		3.32	%
NOW deposit accounts		485,014		4,133		0.85			449,122		3,785		0.84			443,339		3,297		0.74
Savings deposits		467,572		2,161		0.46			485,562		4,299		0.89			532,788		4,597		0.86
Time deposits		1,507,966		55,465		3.68			1,675,116		76,088		4.54			1,534,556		61,854		4.03
Total interest-bearing deposits		3,239,029		76,132		2.35			3,273,332		106,574		3.26			3,054,006		87,798		2.87
Short-term borrowings		223,830		4,847		2.17			280,162		12,943		4.62			331,255		15,448		4.66
Trust preferred debentures		75,422		4,747		6.29			75,422		5,087		6.74			70,055		4,700		6.71
Long-term debt		563,460		22,642		4.02			384,017		16,486		4.29			414,976		17,063		4.11
Total interest-bearing liabilities		4,101,741		108,368		2.64			4,012,933		141,090		3.52			3,870,292		125,009		3.23
Demand deposits		682,656							639,423							614,055
Other non-interest-bearing liabilities		68,156							57,932							54,170
Stockholders’ equity		412,102							399,299							386,553
Total liabilities and stockholders’ equity	$	5,264,655						$	5,109,587						$	4,925,070
Interest rate spread						3.53	%						3.06	%						3.20	%
Net interest income-FTE				192,542							171,294							169,325
Net interest margin						3.95	%						3.61	%						3.70	%
Taxable equivalent adjustment				6,496							6,267							5,492
Net interest income			$	186,046						$	165,027						$	163,833

Table 2. Analysis of Changes in Taxable Equivalent Net Interest Income
	Increase (Decrease)									Increase (Decrease)
	2008 over 2007									2007 over 2006
(In thousands)	Volume			Rate			Total			Volume			Rate			Total
Short-term interest-bearing accounts	$	44		$	(276	)	$	(232	)	$	14		$	10		$	24
Securities available for sale		(1,021	)		222			(799	)		1,205			2,093			3,298
Securities held to maturity		228			(538	)		(310	)		1,779			51			1,830
Investment in FRB and FHLB Banks		380			(400	)		(20	)		(314	)		695			381
Loans and leases		10,908			(21,250	)		(10,342	)		8,711			3,806			12,517
Total interest income		10,539			(22,242	)		(11,703	)		11,184			6,866			18,050
Money market deposit accounts		4,969			(12,998	)		(8,029	)		4,054			298			4,352
NOW deposit accounts		305			43			348			44			444			488
Savings deposits		(154	)		(1,984	)		(2,138	)		(416	)		118			(298	)
Time deposits		(7,095	)		(13,528	)		(20,623	)		5,967			8,267			14,234
Short-term borrowings		(2,223	)		(5,873	)		(8,096	)		(2,362	)		(143	)		(2,505	)
Trust preferred debentures		-			(340	)		(340	)		362			25			387
Long-term debt		7,133			(977	)		6,156			(1,308	)		731			(577	)
Total interest expense		2,935			(35,657	)		(32,722	)		4,727			11,354			16,081
Change in FTE net interest income	$	7,604		$	13,415		$	21,019		$	6,457		$	(4,488	)	$	1,969

Table 3. Composition of Loan and Lease Portfolio
	December 31,
(In thousands)	2008		2007		2006		2005		2004
Residential real estate mortgages	$	722,723	$	719,182	$	739,607	$	701,734	$	721,615
Commercial and commercial real estate		1,241,779		1,214,897		1,240,383		1,127,705		1,069,451
Real estate construction and development		67,859		81,350		94,494		69,135		86,031
Agricultural and agricultural real estate		113,566		116,190		118,278		114,043		108,181
Consumer		795,123		655,375		586,922		463,955		412,139
Home equity		627,603		582,731		546,719		463,848		391,807
Lease financing		83,258		86,126		86,251		82,237		80,697
Total loans and leases	$	3,651,911	$	3,455,851	$	3,412,654	$	3,022,657	$	2,869,921

Table 4. Maturities and Sensitivities of Certain Loans to Changes in Interest Rates
	Remaining maturity at December 31, 2008
(In thousands)	Within One Year		After One Year But Within Five Years		After Five Years		Total
Floating/adjustable rate
Commercial, commercial real estate, agricultural,and agricultural real estate	$	318,868	$	100,704	$	3,614	$	423,186
Real estate construction and development		36,671		1,181		-		37,852
Total floating rate loans		355,539		101,885		3,614		461,038

Fixed rate
Commercial, commercial real estate, agricultural,and agricultural real estate		384,238		379,122		168,797		932,157
Real estate construction and development		15,289		3,950		10,770		30,009
Total fixed rate loans		399,527		383,072		179,567		962,166
Total	$	755,066	$	484,957	$	183,181	$	1,423,204

Table 5. Securities Portfolio
	As of December 31,
	2008				2007				2006
	Amortized		Fair		Amortized		Fair		Amortized		Fair
(In thousands)	Cost		Value		Cost		Value		Cost		Value
Securities available for sale
U.S. Treasury	$	59	$	67	$	10,042	$	10,077	$	10,516	$	10,487
Federal Agency and mortgage-backed		565,970		579,796		704,308		705,354		744,078		731,754
State & Municipal, collateralized mortgage obligations and other securities		532,918		539,802		418,654		424,683		361,854		364,081
Total securities available for sale	$	1,098,947	$	1,119,665	$	1,133,004	$	1,140,114	$	1,116,448	$	1,106,322


Securities held to maturity
Federal Agency and mortgage-backed	$	2,372	$	2,467	$	2,810	$	2,909	$	3,434	$	3,497
State & Municipal		136,259		137,263		145,458		145,767		132,213		132,123
Other securities		1,578		1,578		843		843		667		667
Total securities held to maturity	$	140,209	$	141,308	$	149,111	$	149,519	$	136,314	$	136,287

(In thousands)	Amortized cost		Estimated fair value		Weighted Average Yield
Debt securities classified as available for sale
Within one year	$	27,075	$	27,447		4.36	%
From one to five years		175,125		178,107		4.18	%
From five to ten years		388,180		399,259		4.76	%
After ten years		498,092		504,085		4.75	%
	$	1,088,472	$	1,108,898
Debt securities classified as held to maturity
Within one year	$	75,141	$	75,192		2.98	%
From one to five years		34,547		34,929		3.89	%
From five to ten years		22,530		23,075		4.02	%
After ten years		7,991		8,112		5.11	%
	$	140,209	$	141,308

Table 6. Maturity Distribution of Time Deposits of $100,000 or More
	December 31,
(In thousands)	2008		2007
Within three months	$	240,788	$	446,347
After three but within twelve months		134,097		214,368
After one but within three years		35,735		28,468
Over three years		18,130		5,082
Total	$	428,750	$	694,265

	Payments Due by Period
	2009		2010		2011		2012		2013		Thereafter		Total
Long-term debt obligations	$	40,000	$	79,000	$	89,444	$	25,025	$	150,000	$	248,740	$	632,209
Trust preferred debentures		-		-		-		-		-		75,422		75,422
Operating lease obligations		4,226		3,677		3,440		3,025		2,343		19,555		36,266
Retirement plan obligations		4,566		4,619		4,637		4,728		4,864		37,000		60,414
Data processing commitments		10,294		9,569		1,037		259		-		-		21,159
Total contractual obligations	$	59,086	$	96,865	$	98,558	$	33,037	$	157,207	$	380,717	$	825,470

	Years ended December 31,
(In thousands)	2008		2007		2006
Salaries and employee benefits	$	71,159	$	59,516	$	62,877
Occupancy		13,781		11,630		11,518
Equipment		7,539		7,422		8,332
Data processing and communications		12,694		11,400		10,454
Professional fees and outside services		10,476		9,135		7,761
Office supplies and postage		5,346		5,120		5,330
Amortization of intangible assets		2,105		1,645		1,649
Loan collection and other real estate owned		2,494		1,633		1,351
Impairment on lease residual assets		2,000		-		-
Other		19,219		15,016		13,694
Total noninterest expense	$	146,813	$	122,517	$	122,966

Table 7. Nonperforming Assets
	As of December 31,
(Dollars in thousands)	2008			2007			2006			2005			2004
Nonaccrual loans
Commercial and agricultural loans and real estate	$	15,891		$	20,491		$	9,346		$	9,373		$	10,550
Real estate mortgages		3,803			1,372			2,338			2,009			2,553
Consumer		3,468			2,934			1,981			2,037			1,888
Troubled debt restructured loans		1,029			4,900			-			-			-
Total nonaccrual loans		24,191			29,697			13,665			13,419			14,991

Loans 90 days or more past due and still accruing
Commercial and agricultural loans and real estate		12			51			138			-			-
Real estate mortgages		770			295			682			465			737
Consumer		1,523			536			822			413			449
Total loans 90 days or more past due and still accruing		2,305			882			1,642			878			1,186
Total nonperforming loans		26,496			30,579			15,307			14,297			16,177
Other real estate owned		665			560			389			265			428
Total nonperforming loans and other real estate owned		27,161			31,139			15,696			14,562			16,605

Total nonperforming loans to loans and leases		0.73	%		0.88	%		0.45	%		0.47	%		0.56	%
Total nonperforming loans and other real estate owned to total assets		0.51	%		0.60	%		0.31	%		0.33	%		0.39	%
Total allowance for loan and lease losses to nonperforming loans		221.03	%		177.19	%		330.48	%		331.92	%		277.75	%

Table 8. Allowance for Loan and Lease Losses
(Dollars in thousands)	2008			2007			2006			2005			2004
Balance at January 1	$	54,183		$	50,587		$	47,455		$	44,932		$	42,651
Loans and leases charged-off
Commercial and agricultural		14,464			20,349			6,132			3,403			4,595
Real estate mortgages		543			1,032			542			741			772
Consumer*		11,985			9,862			6,698			6,875			6,239
Total loans and leases charged-off		26,992			31,243			13,372			11,019			11,606
Recoveries
Commercial and agricultural		1,411			1,816			1,939			1,695			2,547
Real estate mortgages		68			125			239			438			215
Consumer*		2,713			2,804			2,521			1,945			1,510
Total recoveries		4,192			4,745			4,699			4,078			4,272
Net loans and leases charged-off		22,800			26,498			8,673			6,941			7,334
Allowance related to purchase acquisitions		-			-			2,410			-			-
Provision for loan and lease losses		27,181			30,094			9,395			9,464			9,615
Balance at December 31	$	58,564		$	54,183		$	50,587		$	47,455		$	44,932
Allowance for loan and lease losses to loans and leases outstanding at end of year		1.60	%		1.57	%		1.48	%		1.57	%		1.57	%
Net charge-offs to average loans and leases outstanding		0.64	%		0.77	%		0.26	%		0.23	%		0.27	%

Table 9. Allocation of the Allowance for Loan and Lease Losses
	December 31,
	2008					2007					2006					2005					2004
(Dollars in thousands)	Allowance		Category Percent of Loans			Allowance		Category Percent of Loans			Allowance		Category Percent of Loans			Allowance		Category Percent of Loans			Allowance		Category Percent of of Loans
Commercial and agricultural	$	33,231		39	%	$	32,811		41	%	$	28,149		43	%	$	30,257		43	%	$	28,158		44	%
Real estate mortgages		3,143		20	%		3,277		21	%		3,377		22	%		3,148		23	%		4,029		25	%
Consumer		21,908		41	%		17,362		38	%		17,327		35	%		12,402		34	%		10,887		31	%
Unallocated		282		0	%		733		0	%		1,734		0	%		1,648		0	%		1,858		0	%
Total	$	58,564		100	%	$	54,183		100	%	$	50,587		100	%	$	47,455		100	%	$	44,932		100	%

Commitment Expiration of Stand-by Letters of Credit
Within one year	$	11,601
After one but within three years		14,795
After three but within five years		1,235
After five years		-
Total	$	27,631

Table 10. Interest Rate Sensitivity Analysis
Change in interest rates	Percent change
(In basis points)	in net interest income
+200		(1.20	%)
-100		(0.78	%)

Consolidated Balance Sheets
	As of December 31,
(In thousands, except share and per share data)	2008			2007
Assets
Cash and due from banks	$	107,409		$	155,495
Short-term interest bearing accounts		2,987			7,451
Securities available for sale, at fair value		1,119,665			1,132,230
Securities held to maturity (fair value $141,308 and $149,519)		140,209			149,111
Federal Reserve and Federal Home Loan Bank stock		39,045			38,102
Loans and leases		3,651,911			3,455,851
Less allowance for loan and lease losses		58,564			54,183
Net loans and leases		3,593,347			3,401,668
Premises and equipment, net		65,241			64,042
Goodwill		114,838			103,398
Intangible assets, net		23,367			10,173
Bank owned life insurance		46,030			43,614
Other assets		83,950			96,492
Total assets	$	5,336,088		$	5,201,776

Liabilities
Demand (noninterest bearing)	$	685,495		$	666,698
Savings, NOW, and money market		1,885,551			1,614,289
Time		1,352,212			1,591,106
Total deposits		3,923,258			3,872,093
Short-term borrowings		206,492			368,467
Long-term debt		632,209			424,887
Trust preferred debentures		75,422			75,422
Other liabilities		66,862			63,607
Total liabilities		4,904,243			4,804,476

Stockholders’ equity
Preferred stock, $0.01 par value; authorized 2,500,000 shares at December 31, 2008 and 2007		-			-
Common stock, $0.01 par value. Authorized 50,000,000 shares at December 31, 2008 and 2007; issued 36,459,344 and 36,459,421 at December 31, 2008 and 2007, respectively		365			365
Additional paid-in-capital		276,418			273,275
Retained earnings		245,340			215,031
Accumulated other comprehensive loss		(8,204	)		(3,575	)
Common stock in treasury, at cost, 3,853,548 and 4,133,328 shares at December 31, 2008 and 2007, respectively		(82,074	)		(87,796	)
Total stockholders’ equity		431,845			397,300
Total liabilities and stockholders’ equity	$	5,336,088		$	5,201,776

Consolidated Statements of I ncome

	Years ended December 31,
(In thousands, except per share data)	2008		2007		2006
Interest, fee, and dividend income
Interest and fees on loans and leases	$	232,155	$	242,497	$	230,042
Securities available for sale		54,048		54,847		51,599
Securities held to maturity		5,588		5,898		4,730
Other		2,623		2,875		2,471
Total interest, fee, and dividend income		294,414		306,117		288,842
Interest expense
Deposits		76,132		106,574		87,798
Short-term borrowings		4,847		12,943		15,448
Long-term debt		22,642		16,486		17,063
Trust preferred debentures		4,747		5,087		4,700
Total interest expense		108,368		141,090		125,009
Net interest income		186,046		165,027		163,833
Provision for loan and lease losses		27,181		30,094		9,395
Net interest income after provision for loan and lease losses		158,865		134,933		154,438
Noninterest income
Service charges on deposit accounts		28,143		22,742		17,590
Broker/dealer and insurance revenue		8,726		4,255		3,936
Trust		7,278		6,514		5,629
Net securities gains (losses)		1,535		2,113		(875	)
Bank owned life insurance		2,416		1,831		1,629
ATM and debit card fees		8,832		8,185		7,086
Retirement plan administration fees		6,308		6,336		5,536
Other		8,468		7,723		8,098
Total noninterest income		71,706		59,699		48,629
Noninterest expense
Salaries and employee benefits		71,159		59,516		62,877
Occupancy		13,781		11,630		11,518
Equipment		7,539		7,422		8,332
Data processing and communications		12,694		11,400		10,454
Professional fees and outside services		10,476		9,135		7,761
Office supplies and postage		5,346		5,120		5,330
Amortization of intangible assets		2,105		1,645		1,649
Loan collection and other real estate owned		2,494		1,633		1,351
Impairment on lease residual assets		2,000		-		-
Other		19,219		15,016		13,694
Total noninterest expense		146,813		122,517		122,966
Income before income tax expense		83,758		72,115		80,101
Income tax expense		25,405		21,787		24,154
Net income	$	58,353	$	50,328	$	55,947
Earnings per share
Basic	$	1.81	$	1.52	$	1.65
Diluted		1.80		1.51		1.64

Consolidated Statements of Changes in Stockholders’ E quity

Years ended December 31, 2008, 2007, and 2006 (In thousands except share and per share data)	Common stock		Additional paid-in- capital			Retained earnings			Unvested restricted Stock			Accumulated other comprehensive loss			Common stock in treasury			Total
Balance at December 31, 2005	$	344	$	219,157		$	163,989		$	(457	)	$	(6,477	)	$	(42,613	)	$	333,943
Net income		-		-			55,947			-			-			-			55,947
Cash dividends- $0.76 per share		-		-			(26,018	)		-			-			-			(26,018	)
Purchase of 766,004 treasury shares		-		-			-			-			-			(17,111	)		(17,111	)
Issuance of 2,058,661 shares of common stock in connection with purchase business combination		21		48,604			-			-			-			-			48,625
Issuance of 237,278 incentive stock options in purchase transaction		-		1,955			-			-			-			-			1,955
Acquisition of 2,500 shares of company stock in purchase transaction		-		-			-			-			-			(55	)		(55	)
Net issuance of 595,447 shares to employee benefit plans and other stock plans, including excess tax benefit		-		1,244			(2,148	)		-			-			12,508			11,604
Reclassification adjustment from the adoption of FAS123R		-		(457	)		-			457			-			-			-
Stock-based compensation expense		-		2,509			-			-			-			-			2,509
Net issuance of 73,515 shares of restricted stock awards		-		(1,499	)		-			-			-			1,499			-
Forfeiture of 2,625 shares of restricted stock		-		15			-			-			-			(60	)		(45	)
Other comprehensive income		-		-			-			-			84			-			84
Adjustment to initially apply SFAS No. 158, net of tax		-		-			-			-			(7,621	)		-			(7,621	)
Balance at December 31, 2006	$	365	$	271,528		$	191,770		$	-		$	(14,014	)	$	(45,832	)	$	403,817
Net income		-		-			50,328			-			-			-			50,328
Cash dividends - $0.79 per share		-		-			(26,226	)		-			-			-			(26,226	)
Purchase of 2,261,267 treasury shares		-		-			-			-			-			(48,957	)		(48,957	)
Net issuance of 254,929 shares to employee benefit
plans and other stock plans, including excess tax benefit		-		383			(841	)		-			-			5,526			5,068
Stock-based compensation		-		2,831			-			-			-			-			2,831
Net issuance of 76,559 shares of restricted stock awards		-		(1,467	)		-			-			-			1,467			-
Other comprehensive income		-		-			-			-			10,439			-			10,439
Balance at December 31, 2007	$	365	$	273,275		$	215,031		$	-		$	(3,575	)	$	(87,796	)	$	397,300
Cumulative effect adjustment to record liability for split-dollar life insurance policies		-		-			(1,518	)		-			-			-			(1,518	)
Net income		-		-			58,353			-			-			-			58,353
Cash dividends - $0.80 per share		-		-			(25,830	)		-			-			-			(25,830	)
Purchase of 272,840 treasury shares		-		-			-			-			-			(5,939	)		(5,939	)
Net issuance of 536,487 shares to employee benefit
plans and other stock plans, including excess tax benefit		-		1,406			(696	)		-			-			11,249			11,959
Stock-based compensation		-		2,213			-			-			-			-			2,213
Net issuance of 25,200 shares of restricted stock awards		-		(566	)		-			-			-			566			-
Forfeiture of 9,067 shares of restricted stock		-		90			-			-			-			(154	)		(64	)
Other comprehensive loss		-		-			-			-			(4,629	)		-			(4,629	)
Balance at December 31, 2008	$	365	$	276,418		$	245,340		$	-		$	(8,204	)	$	(82,074	)	$	431,845

Consolidated Statements of Cash Flows
	Years ended December 31,
(In thousands)	2008			2007			2006
Operating activities
Net income	$	58,353		$	50,328		$	55,947
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan and lease losses		27,181			30,094			9,395
Depreciation and amortization of premises and equipment		5,220			5,295			6,074
Net accretion on securities		423			105			178
Amortization of intangible assets		2,105			1,645			1,649
Stock based compensation		2,213			2,831			2,509
Bank owned life insurance income		(2,416	)		(1,831	)		(1,629	)
Deferred income tax expense		4,778			2,244			9,767
Proceeds from sale of loans held for sale		26,745			30,427			36,407
Originations and purchases of loans held for sale		(27,760	)		(31,086	)		(33,601	)
Net gains on sales of loans held for sale		(170	)		(112	)		(85	)
Net security (gains) losses		(1,535	)		(2,113	)		875
Net gains on sales of other real estate owned		(230	)		(442	)		(374	)
Impairment on lease residual assets		2,000			-			-
Net gain on sale of branch		-			-			(470	)
Net decrease (increase) in other assets		194			(8,393	)		(18,800	)
Net (decrease) increase in other liabilities		(9,775	)		6,848			(2,325	)
Net cash provided by operating activities		87,326			85,840			65,517
Investing activities
Net cash paid for sale of branch		-			-			(2,307	)
Net cash used in CNB Bancorp, Inc. merger		-			-			(21,223	)
Net cash used in Mang Insurance Agency, LLC acquisition		(26,233	)		-			-
Securities available for sale:
Proceeds from maturities, calls, and principal paydowns		413,560			233,312			217,232
Proceeds from sales		6,800			55,758			42,292
Purchases		(392,957	)		(303,465	)		(265,052	)
Securities held to maturity:
Proceeds from maturities, calls, and principal paydowns		91,309			70,234			45,990
Purchases		(82,525	)		(83,186	)		(80,485	)
Net increase in loans		(220,700	)		(70,061	)		(211,280	)
Net (increase) decrease in Federal Reserve and FHLB stock		(943	)		710			1,447
Purchases of premises and equipment, net		(6,039	)		(2,355	)		(4,176	)
Proceeds from sales of other real estate owned		1,150			1,408			1,028
Net cash used in investing activities		(216,578	)		(97,645	)		(276,534	)
Financing activities
Net increase in deposits		51,165			75,855			307,033
Net (decrease) increase in short-term borrowings		(161,975	)		23,059			(99,569	)
Proceeds from issuance of long-term debt		340,027			150,000			95,000
Repayments of long-term debt		(132,705	)		(142,841	)		(114,157	)
Proceeds from the issuance of trust preferred debentures		-			-			51,547
Excess tax benefit from exercise of stock options		1,406			715			466
Proceeds from the issuance of shares to employee benefit plans and other stock plans		10,553			4,353			10,131
Purchases of treasury stock		(5,939	)		(48,957	)		(17,111	)
Cash dividends and payments for fractional shares		(25,830	)		(26,226	)		(26,018	)
Net cash provided by financing activities		76,702			35,958			207,322
Net (decrease) increase in cash and cash equivalents		(52,550	)		24,153			(3,695	)
Cash and cash equivalents at beginning of year		162,946			138,793			142,488
Cash and cash equivalents at end of year	$	110,396		$	162,946		$	138,793

Supplemental disclosure of cash flow information
Cash paid during the year for:	2008		2007		2006
Interest	$	113,597	$	138,791	$	121,447
Income taxes		17,081		18,007		19,914
Noncash investing activities:
Loans transferred to other real estate owned	$	1,025	$	1,137	$	778
Dispositions:
Fair value of assets sold	$	-	$	-	$	3,453
Fair value of liabilities transferred		-		-		5,760
Acquisitions:
Fair value of assets acquired	$	30,062	$	-	$	422,097
Goodwill and identifiable intangible assets recognized in purchase combination		27,107		-		65,637
Fair value of liabilities assumed		3,829		-		360,648
Fair value of equity issued in purchase combination		-		-		50,525

(In thousands)	Amortized cost		Unrealized gains		Unrealized losses		Estimated fair value
December 31, 2008
U.S. Treasury	$	59	$	8	$	-	$	67
Federal Agency		213,997		5,211		41		219,167
State & municipal		126,369		2,374		770		127,973
Mortgage-backed		351,973		8,755		99		360,629
Collateralized mortgage obligations		376,058		5,656		1,437		380,277
Corporate		20,016		769		-		20,785
Other securities		10,475		1,279		987		10,767
Total securities available for sale	$	1,098,947	$	24,052	$	3,334	$	1,119,665
December 31, 2007
U.S. Treasury	$	10,042	$	35	$	-	$	10,077
Federal Agency		322,723		4,352		28		327,047
State & municipal		112,647		2,122		108		114,661
Mortgage-backed		381,585		1,195		4,473		378,307
Collateralized mortgage obligations		288,222		2,496		1,103		289,615
Corporate		1,186		27		-		1,213
Other securities		8,715		2,746		151		11,310
Total securities available for sale	$	1,125,120	$	12,973	$	5,863	$	1,132,230

	Years ended December 31
(In thousands)	2008			2007			2006
Proceeds from sales	$	6,800		$	55,758		$	42,292
Gross realized gains	$	1,780		$	2,248		$	618
Gross realized losses		(245	)		(135	)		(1,493	)
Net securities gains (losses)	$	1,535		$	2,113		$	(875	)

	Amortized		Unrealized		Unrealized		Estimated
(In thousands)	cost		gains		losses		fair value
December 31, 2008
Mortgage-backed	$	2,372	$	95	$	-	$	2,467
State & municipal		136,259		1,048		44		137,263
Other securities		1,578		-		-		1,578
Total securities held to maturity	$	140,209	$	1,143	$	44	$	141,308
December 31, 2007
Mortgage-backed	$	2,810	$	99	$	-	$	2,909
State & municipal		145,458		439		130		145,767
Other securities		843		-		-		843
Total securities held to maturity	$	149,111	$	538	$	130	$	149,519

	Less than 12 months					12 months or longer					Total
Security Type:	Fair Value		Unrealized losses			Fair Value		Unrealized losses			Fair Value		Unrealized losses

December 31, 2008
U.S. Treasury	$	-	$	-		$	-	$	-		$	-	$	-
Federal agency		9,959		(41	)		-		-			9,959		(41	)
State & municipal		17,024		(412	)		15,112		(402	)		32,136		(814	)
Mortgage-backed		2,105		(28	)		7,336		(71	)		9,441		(99	)
Collateralized mortgage obligations		46,865		(1,301	)		15,682		(136	)		62,547		(1,437	)
Other securities		5,276		(947	)		704		(40	)		5,980		(987	)
Total securities with unrealized losses	$	81,229	$	(2,729	)	$	38,834	$	(649	)	$	120,063	$	(3,378	)

December 31, 2007
U.S. Treasury	$	-	$	-		$	-	$	-		$	-	$	-
Federal agency		-		-			29,971		(28	)		29,971		(28	)
State & municipal		5,284		(31	)		28,141		(207	)		33,425		(238	)
Mortgage-backed		666		(1	)		268,751		(4,472	)		269,417		(4,473	)
Collateralized mortgage obligations		525		(22	)		65,212		(1,081	)		65,737		(1,103	)
Other securities		613		(20	)		423		(131	)		1,036		(151	)
Total securities with unrealized losses	$	7,088	$	(74	)	$	392,498	$	(5,919	)	$	399,586	$	(5,993	)

Future Minimum Rental Payments

2009	$	4,226
2010		3,677
2011		3,440
2012		3,025
2013		2,343
Thereafter		19,555
Total	$	36,266

(In thousands)
January 1, 2008		103,398
Goodwill Acquired		11,808
Goodwill Adjustments		(368	)
December 31, 2008	$	114,838

January 1, 2007	$	103,356
Goodwill Adjustments		42
December 31, 2007		103,398

Time deposits
Within one year	$	971,490
After one but within two years		236,742
After two but within three years		59,711
After three but within four years		62,687
After four but within five years		16,872
After five years		4,710
Total	$	1,352,212

	As of December 31, 2008										As of December 31, 2007

Maturity	Amount		Weighted Average Rate			Callable Amount		Weighted Average Rate			Amount		Weighted Average Rate			Callable Amount		Weighted Average Rate
2008		-		-			-		-			130,079		4.05	%		25,000		5.38	%
2009		40,000		5.47	%		40,000		5.47	%		40,000		5.47	%		40,000		5.47	%
2010		79,000		4.07	%		29,000		3.35	%		54,000		4.20	%		29,000		3.35	%
2011		89,444		3.64	%		2,000		4.72	%		1,921		4.92	%		1,921		4.72	%
2012		25,025		4.01	%		-		-			32		0.00	%		-		-
2013		150,000		3.79	%		125,000		3.61	%		25,000		3.21	%		25,000		3.21	%
2016		70,000		4.17	%		70,000		4.17	%		70,000		4.17	%		70,000		4.17	%
2017		100,000		3.89	%		100,000		3.89	%		100,000		3.89	%		100,000		3.89	%
2018		75,000		3.61	%		75,000		3.61	%		-		-			-		-
2025		3,740		2.75	%		-		-			3,855		2.75	%		-		-
	$	632,209				$	441,000				$	424,887				$	290,921

	Actual					Regulatory ratio requirements
(Dollars in thousands)	Amount		Ratio			Minimum capital adequacy			For classification as well capitalized
As of December 31, 2008
Total capital (to risk weighted assets):
Company combined	$	421,829		11.00	%		8.00	%		10.00	%
NBT Bank		408,069		10.64	%		8.00	%		10.00	%
Tier I Capital (to risk weighted assets)
Company combined		373,783		9.75	%		4.00	%		6.00	%
NBT Bank		359,984		9.38	%		4.00	%		6.00	%
Tier I Capital (to average assets)
Company combined		373,783		7.17	%		4.00	%		5.00	%
NBT Bank		359,984		6.93	%		4.00	%		5.00	%

As of December 31, 2007
Total capital (to risk weighted assets):
Company combined	$	405,194		11.05	%		8.00	%		10.00	%
NBT Bank		387,690		10.66	%		8.00	%		10.00	%
Tier I Capital (to risk weighted assets)
Company combined		359,241		9.79	%		4.00	%		6.00	%
NBT Bank		342,102		9.40	%		4.00	%		6.00	%
Tier I Capital (to average assets)
Company combined		359,241		7.14	%		4.00	%		5.00	%
NBT Bank		342,102		6.82	%		4.00	%		5.00	%

	Pension Benefits						Other Benefits
(In thousands)	2008			2007			2008			2007
Transition asset	$	(23	)	$	(215	)	$	-		$	-
Net actuarial loss		31,416			11,585			2,182			2,578
Prior service cost (credit)		2,208			1,329			(1,480	)		(1,683	)
Total amounts recognized in accumulated other comprehensive loss (pre-tax)	$	33,601		$	12,699		$	702		$	895