**Conditional Approval #500**

**November 2001**

October 24, 2001 By facscimile: 202.776.7801

and regular mail.

Mark F. Pretzat, Esq

Duane, Morris & Heckscher LLP

1667 K Street, N.W. Suite 700

Washington, DC 20006

Re: Non Affiliated Combination - Application by NBT Bank, National
Association , ("NBT "),

Norwich , NY, to merge with Central National Bank, Canajoharie,
Canajoharie, NY.

NBT will be the resulting institution continuing to operate under its
current charter.

Control No.: 2001-NE-02-0044 Charter No.: 1354

Dear Mr. Pretzat:

This is to inform you that today, the Office of the Comptroller of the
Currency (OCC) conditionally approved the above-referenced merger.

This approval was granted based on a thorough review of all information
available, including commitments and representations made in the
application, the merger agreement, and those of your representatives.
See the Decision Document attached.

This approval is also subject to the following condition:

 • NBT Bank shall comply with the agreement between NBT Bank and the
Department of

Justice dated October 15, 2001.

Mark F. Pretzat, Esq

Duane, Morris & Heckscher LLP

October 24, 2001

Page 2

It is also understood that NBT will retain two subsidiaries, CNB Realty,
Inc., and Colonial Financial Services, Inc., which engage in activities
permissible for national banks.

Based upon the OCC's investigation and the bank's representations, we
found that approval of the proposed transaction was consistent with the
Community Reinvestment Act. In addition, the OCC determined that the
legal, policy and procedural requirements for this proposal were
satisfied.

We will not issue a letter certifying consummation of the transaction
until this Office has been first furnished with the following documents
executed in the original:

1\) the merger agreement with articles of association for the resulting
bank

attached; and,

2\) a secretary's certificate for each institution, certifying that a
majority of the board

of directors has agreed to the merger.

As a reminder, this Office must be advised in writing 10 days in advance
of the desired effective date for consummation of the merger so that the
OCC may issue the necessary certification letter. The effective date
must follow the applicable Department of Justice injunction period and
any other required regulatory approval.

Please be advised that the OCC is also authorizing the resulting bank,
should the combination occur between Call Report dates, to recalculate
its legal lending limit. The new lending limit should be calculated by
using data from the last Call Report of the individual banks filed prior
to consummating the merger, as adjusted for the combination. The
resulting bank will then file a new Call Report and begin calculating
its legal lending limit according to 12 C.F.R. §32.4(a) at the end of
the quarter following consummation of the combination.

If the merger is not consummated within one year from the approval date,
the approval shall automatically terminate, unless the OCC grants an
extension of the time period. A separate letter is enclosed requesting
your opinion on how we handled your application. We would appreciate
your response so we may improve our service.

In the event of questions, please contact Licensing Analyst Gabriel
Butler at 212.790.4055. Please include the application control number in
all correspondence.

Sincerely,

**/s/**

Anthony P. DosSantos

Licensing Manager

Attachment