UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

     For the fiscal year ended      December 31, 1998
                              --------------------------------------------------
                                       or

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

     Commission file Number    000-23419
                           -----------------------------------------------------

                                    NMBT CORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                06-1496548
     -------------------------------        ------------------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)



55 Main Street, New Milford, Connecticut                 06776-2400
----------------------------------------                 ----------
(Address of principal executive offices)                  (ZIP Code)


Registrant's telephone number, including area code      (860) 355-1171
                                                  ------------------------------

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
                                (Title of class)

     INDICATE  BY CHECK MARK  WHETHER THE  REGISTRANT  (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. [ X ] YES [ ] NO

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT  FILERS PURSUANT TO ITEM
405 OF REGULATION S-K (SS. 229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN, AND
WILL NOT BE  CONTAINED,  TO THE BEST OF  REGISTRANT'S  KNOWLEDGE,  IN DEFINITIVE
PROXY OR INFORMATION  STATEMENTS  INCORPORATED  BY REFERENCE IN PART III OF THIS
FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [  ]

     On March 19, 1999,  the aggregate  market value of the voting stock held by
nonaffiliates of the registrant, based on the last price at which such stock was
sold was $37,874,868.

     The number of shares of Common Stock, par value $.01 per share, outstanding
as of March 19, 1999 was 2,663,358.

     Listed  hereunder are documents  incorporated by reference and the parts of
Form 10-K into which the documents are incorporated:

     (1)  Annual Report to  Stockholders  for the fiscal year ended December 31,
          1998 - PART I & PART II
     (2)  Proxy Statement for Annual Meeting on May 4, 1999 - PART I & PART III


<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


PART I

ITEM 1.  BUSINESS

GENERAL

     NMBT CORP (the "Company"),  a Delaware  corporation  formed in 1997, is the
registered bank holding company for NMBT, a wholly owned  subsidiary.  NMBT is a
state-chartered  bank and trust company  founded in 1975.  NMBT is the Company's
only subsidiary and its primary investment

     On November 25, 1997,  NMBT  completed a change in its corporate  structure
with the  formation  of its  parent  holding  company,  NMBT CORP.  The  Company
provides the capability to offer comprehensive banking services through NMBT and
may provide,  through NMBT and any other subsidiaries that NMBT CORP may acquire
or form,  additional  banking and other permissible  non-banking  services.  The
holding  company  structure  provides the Company with  maximum  flexibility  in
pursuing financial opportunities.

     NMBT's  business   strategy  is  to  operate  primarily  as  an  innovative
full-service  community  financial  institution.  NMBT  offers  a wide  range of
consumer  and  commercial  services to  individuals  and  businesses  in western
Connecticut.  These services include checking accounts, N.O.W. accounts, regular
savings  accounts,   money  market  accounts,   retirement   accounts,   savings
certificates,  commercial demand deposit accounts and cash management.  Deposits
are  insured up to  applicable  limits by the Bank  Insurance  Fund (BIF) of the
Federal Deposit Insurance  Corporation (FDIC). NMBT's lending activities include
residential  and  commercial  real estate loans,  home equity loans and lines of
credit,  consumer  loans,  secured and unsecured  commercial  loans,  letters of
credit and both consumer and commercial credit card services.

     NMBT  serves  its  market  through a network  of ten full  service  banking
offices located in New Milford, Kent, Bridgewater, New Fairfield,  Southbury and
Danbury.  Additionally,  NMBT has automated teller machines (ATMs) at all office
locations,  inside New Milford Hospital and inside two grocery stores in Danbury
and  Southbury  providing  customers  with  convenient  24-hour  access to their
accounts.  NMBT's primary service area includes the towns of New Milford,  Kent,
Bridgewater,  New Fairfield,  Southbury and Danbury;  its secondary service area
includes the towns of Bethel, Brookfield,  Middlebury, Newtown, Oxford, Roxbury,
Sherman, Warren, Washington and Woodbury.

     NMBT's primary regulator is the State of Connecticut  Department of Banking
and the  Company's  primary  regulator  is the  Federal  Reserve  Bank.  NMBT is
authorized to transact general banking business pursuant to the powers set forth
in the Connecticut General Statutes. NMBT is not offering trust services at this
time.

     While NMBT's  business is not seasonal,  the populations of a number of the
towns  in  its  service  areas  increase  substantially  in the  summer  months,
requiring  some  additional   personnel  to  handle  the  increased   volume  of
transactions during these months.

     NMBT has no  subsidiaries  or operations  other than  conventional  banking
operations.  NMBT has not  obtained a material  portion of its  deposits  from a
single person or small group of persons.  No material portion of NMBT's loans is
concentrated  within  a single  industry  or  group  of  industries.  Additional
information is set forth in NMBT CORP's 1998 Annual Report to  Stockholders  (an
Exhibit to this Form 10-K), on page 31, and is incorporated herein by reference.

     NMBT has not  engaged  in  material  research  activities  relating  to the
development  of new services or the  improvement  of existing  banking  services
during the past two  years.  However,  during  that time,  NMBT's  officers  and
employees continually have engaged in marketing activities, including evaluation
and  development of new services.  The Company had no material  commitments  for
capital  expenditures  at year-end 1998 and has no present plans regarding a new
line of business  that will require an  investment  of a material  amount of its
total assets.

     For  information  about the Company's  Year 2000  readiness and  disclosure
regarding forward-looking statements, see pages 20-21 of NMBT CORP's 1998 Annual
Report to  Stockholders  (an Exhibit to this Form 10-K),  which is  incorporated
herein by reference.

COMPETITION

     NMBT's Main Office and four of its branch offices are located in Litchfield
County,  Connecticut;  four  branch


                                       2
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FORM 10-K
NMBT CORP
December 31, 1998


offices are  located in  Fairfield  County,  Connecticut  and the newest  branch
office is located in New Haven  County,  Connecticut.  Litchfield  and Fairfield
Counties are located in the western  portion of Connecticut  bordering the State
of New  York;  New  Haven  County  is  located  to the  south  and east of those
counties.  Within this market area, NMBT  encounters  competition in its banking
business from many other financial  institutions  offering comparable  products.
These competitors include other commercial banks (both locally based independent
banks and local offices of regional  banks and money center  banks),  as well as
mutual and stock savings banks,  savings and loan  associations,  credit unions,
mortgage banking companies and loan production offices of out-of-state banks. In
addition,  NMBT  experiences  competition in marketing some of its services from
local and national insurance companies and brokerage firms.

     The banking business in western Connecticut is highly competitive.  Intense
market demands,  economic  pressures,  fluctuating  interest rates and increased
customer   awareness  of  product  and  service   differences   among  financial
institutions  have forced such  institutions  to  continue  to  diversify  their
services, increase returns on deposits and become more cost effective.

     Competition for deposits  includes  competition not only from other deposit
accounts,  but also competition with various other investment vehicles,  such as
corporate and governmental  securities and mutual funds,  which may offer higher
rates of return.  Interest rates,  convenience of office locations,  service and
marketing are all significant  factors in NMBT's competition for deposits.  From
time to time,  competing  financial  institutions  set rates  higher than market
rates to attract or retain  deposits,  which may cause upward pressure on NMBT's
rate structure or a loss of deposits.

     Recent  proposed and  completed  banking  combinations  in New England have
increased  and will  increase  the  resources  of several  major banks and other
financial  institutions  that  operate  offices  over  a wide  geographic  area,
including  NMBT's  primary  market  area.  Because  of  their  greater  size and
capitalization,  these other  institutions  have  substantially  higher  lending
limits than NMBT. NMBT competes for loan origination  through the interest rates
and loan fees it charges and the efficiency and quality of services it provides.
Competition  is affected by  availability  of funds,  general and local economic
conditions,  current interest rate levels and other factors that are not readily
predictable.

     In addition, recent Federal and Connecticut legislation likely will further
increase  competition  for  deposits  and loans in NMBT's  primary  market area.
Effective June 1, 1997, unless a state prohibits all interstate mergers, Federal
law generally permits interstate mergers between banks without regard to whether
such mergers are  prohibited  under the law of any state.  Finally,  Federal law
permits  banks  to  branch  into  other  states  if a state  "opts-  in" to this
arrangement.

     Since 1995,  Connecticut has allowed  interstate  mergers and acquisitions,
the  establishment  of  Connecticut  chartered  banks by  foreign  bank  holding
companies  and  interstate  de novo  branching,  subject to certain  reciprocity
requirements.  As  permitted by Federal  law,  Connecticut  law places a minimum
permissible  age  of  five  years  on  the  target  bank  and  a  30%  limit  on
concentration of deposits in both interstate and intrastate acquisitions.

EMPLOYEES

     As of December 31, 1998,  NMBT  employed a total of 194 full- and part-time
employees.  (166 employees employed on a full-time equivalent basis.) NMBT is an
equal  opportunity  employer and provides a variety of benefit  plans  including
group life, accident, medical, dental and retirement plans to its employees.

GOVERNMENT POLICIES AND ECONOMIC CONTROLS

     The U.S.  federal and state  governments  may enact laws and  amendments to
existing laws to regulate further the banking and financial services  industries
or to  reduce  finance  charges  or other  fees or  charges  applicable  to such
activities. NMBT is subject to such legislative and administrative developments.
Accordingly,  there  can  be no  assurance  as to  whether  any  legislation  or
regulations will be adopted in the U.S. or its political subdivisions, or in any
other  jurisdiction  in which NMBT  operates,  that may adversely  affect NMBT's
financial position or results of its operations.

     The  earnings  and growth of the banking  industry and NMBT are affected by
general  economic  conditions,  as well as by the credit  policies  of  monetary
authorities,  including the Federal Reserve System. An important function



                                       3
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FORM 10-K
NMBT CORP
December 31, 1998


of the Federal  Reserve System is to regulate the national supply of bank credit
to combat recession and curb  inflationary  pressures.  Its policies are used in
varying combinations to influence overall growth of bank loans,  investments and
deposits  and may  also  affect  interest  rates  charged  on  loans or paid for
deposits.

     In view of  changing  conditions  in the  national  economy  and the  money
markets,  as well as the effect of actions by monetary  and fiscal  authorities,
including the Federal Reserve  System,  no prediction can be made as to possible
future changes in interest rates,  deposit levels,  loan demand or their effects
on the business and earnings of NMBT.

REGULATION AND SUPERVISION

     GENERAL

     As a  Connecticut-chartered  bank and trust company,  the deposits of which
are insured by the FDIC, NMBT is subject to extensive regulation and supervision
by both the Connecticut  Department of Banking and the FDIC. The Company is also
subject to certain  regulations of the Board of Governors of the Federal Reserve
System (the Federal Reserve  Board).  This  governmental  regulation is intended
primarily  to  protect   depositors  and  the  FDIC's  BIF,  not  the  Company's
stockholders.

     CONNECTICUT REGULATION

     The Connecticut  Department of Banking (the  Department)  regulates  NMBT's
internal organization as well as its deposit, lending and investment activities.
The approval of the  Connecticut  Banking  Commissioner  (the  Commissioner)  is
required, with other contingencies,  for the establishment of branch offices and
business combination transactions.  The Department, through its Bank Examination
Division,  conducts periodic  examinations of NMBT. The FDIC also regulates many
of the areas regulated by the Department.

     Connecticut  banking laws grant banks broad lending  authority.  Subject to
certain limited exceptions,  however,  total secured and unsecured loans made to
any one  obligor  pursuant  to this  statutory  authority  may not exceed 25% of
NMBT's equity capital and the allowance for loan losses.

     Connecticut  banking law  prohibits  NMBT from paying  dividends in certain
situations.  For reference to a further discussion of this limitation,  see Part
II, Item 5.

     Under Connecticut  banking law, no person may acquire beneficial  ownership
of more than 10% of any class of voting  securities  of a  Connecticut-chartered
bank, or any bank holding company of such a bank, without prior notification of,
and lack of disapproval by, the Commissioner.  Similar restrictions apply to any
person  who holds in excess of 10% of any such  class and  desires  to  increase
these holdings to 25% or more of such class.

     Any Connecticut-chartered  bank meeting certain statutory requirements may,
with the  Commissioner's  approval,  establish and operate branch offices in any
town or towns within the state.  In 1996,  legislation was enacted which permits
banks to establish mobile branches with the Commissioner's approval.

     Connecticut  law  presently  permits  Connecticut  banks to engage in stock
acquisitions of, and mergers with, depository  institutions in other states with
reciprocal  legislation.  Many other states have enacted reciprocal legislation.
Several  interstate  mergers and acquisitions  have been completed which involve
Connecticut  bank  holding  companies  or banks with  offices in NMBT's  primary
market area and bank holding companies or banks headquartered in other states.

     As noted above, since 1995,  Connecticut has allowed interstate mergers and
acquisitions,  the establishment of Connecticut-chartered  banks by foreign bank
holding  companies  and  interstate  de  novo  branching,   subject  to  certain
reciprocity requirements.  Connecticut law also places a minimum permissible age
of five years on the target bank and a 30% limit on concentration of deposits in
both  interstate and intrastate  acquisitions.  Legislation  was enacted in 1996
which  expressly  permits an out-of-state  bank to merge or consolidate  with or
acquire a branch of another out-of-state bank which has a branch in Connecticut.
This legislation may result in further increased competition.

     In 1996,  legislation  was enacted which requires the board of directors of
each  Connecticut  bank to adopt



                                       4
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FORM 10-K
NMBT CORP
December 31, 1998

annually  and  to  frequently  and  periodically  review  an  investment  policy
governing  investments by such bank,  which policy must establish  standards for
the making of prudent  investments.  In  addition,  Connecticut  law now permits
Connecticut banks to sell fixed and variable rate annuities if licensed to do so
by the Connecticut Insurance Commissioner.

     Further,  legislation  was  enacted in 1996 which  expands  the  ability of
Connecticut  banks  to  invest  in debt  and  equity  securities.  Prior  to the
legislation, Connecticut banks could invest in debt securities without regard to
any other liability to the  Connecticut  bank of the maker or issuer of the debt
securities,  if the securities were rated in the three highest rating categories
or otherwise deemed to be a prudent investment,  and as long as the total amount
of such debt  securities  did not exceed 15% of the bank's total equity  capital
and allowance for loan losses and 15% of its assets.  In 1996, these percentages
each  were  increased  to 25%.  In  addition,  prior  to  1996,  the  percentage
limitation  described  above  also  applied  to  certain  government  and agency
obligations.  As a result of the 1996  legislation,  this limitation was deleted
for such obligations.

     The 1996  legislation  also  expanded the ability of  Connecticut  banks to
invest in equity securities. Connecticut banks may now invest in such securities
without regard to any other liability to the  Connecticut  bank of the issuer of
such  securities,  so long as the total amount of equity  securities  of any one
issuer does not exceed 25% of the bank's total equity  capital and allowance for
loan losses and 25% of its assets.  Prior to the enactment of this  legislation,
Connecticut  banks  could  invest  up to  15% of  their  assets  in  the  equity
securities  of  corporations  incorporated  and doing a major  portion  of their
business in the United States,  and only if the  investment  security was within
the top three rating  categories or otherwise deemed to be a prudent  investment
by the bank.

     1997 Connecticut  legislation  permits Connecticut banks to sell insurance,
directly or indirectly.  In addition,  other Connecticut legislation now permits
the  initial  formation  and  organization  of a de novo  community  bank with a
minimum  equity  capital of $3  million  (as  opposed  to $5  million  for other
Connecticut banks), and clarifies certain powers of Connecticut banks.

     FDIC REGULATION

     The FDIC  insures  NMBT's  deposit  accounts,  generally,  to a maximum  of
$100,000 for each insured depositor.  As with all state-chartered,  FDIC insured
banks,  NMBT is subject to extensive  supervision  and  examination by the FDIC.
FDIC insured banks also are subject to FDIC  regulations  governing many aspects
of their business and operations, including types of deposit instruments offered
and permissible methods of acquiring funds.

     Pursuant to the Federal Deposit  Insurance  Corporation  Improvement Act of
1991 (FDICIA),  in September 1992, the FDIC implemented a system of risk-related
deposit insurance  assessments.  Under this system, for the first six months and
the second six months of 1998,  insurance  premiums for all banks varied between
0.0%  and  0.27%  of total  deposits,  depending  upon  the  capital  level  and
supervisory  rating  of the  institution.  The  FDIC  has  stated  that  it will
reevaluate  the adequacy of its assessment  schedule  every six months,  and may
increase or decrease premium levels by up to 5 basis points for each six months.
The FDIC has announced that the assessment  schedule for the first six months of
1999 will remain the same.

     The Financing  Corporation (FICO) debt service assessment became applicable
to all  insured  institutions  as of  January 1, 1997,  in  accordance  with the
Deposit  Insurance  Act of  1996  (the  Act).  The Act  authorizes  FICO to levy
assessments on  BIF-assessable  deposits and stipulates that, from 1997 to 1999,
the rate must  equal  one-fifth  the FICO  assessment  rate that is  applied  to
deposits assessable by the Savings Association  Insurance Fund (SAIF). The rates
for BIF and SAIF are determined quarterly. The FICO rate for NMBT is not tied to
the FDIC risk  classification.  The BIF FICO  annual  rates for NMBT were 1.256,
1.244,  1.22 and 1.164 basis points,  for the first through  fourth  quarters of
1998,  respectively,  and were 1.296, 1.30, 1.26 and 1.264 basis points, for the
first through fourth  quarters of 1997,  respectively.  The BIF FICO 1999 annual
rates  for NMBT for the  first two  quarters  of 1999 are 1.220 and 1.176  basis
points, respectively.

     Under the FDIC's risk-based capital requirements, each FDIC-insured bank is
required  to  maintain   minimum  levels  of  capital,   as  defined  for  these
requirements,  based  on  the  institution's  total  risk-weighted  assets.  All
FDIC-insured  banks are required to maintain  their  capital at or above certain
minimum ratios.  At December 31, 1998,  NMBT's capital  exceeded these minimums.
See CAPITAL  MANAGEMENT on page 19, the FINANCIAL



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FORM 10-K
NMBT CORP
December 31, 1998

GLOSSARY  on page  22,  and  Note  8.  STOCKHOLDERS'  EQUITY,  of the  NOTES  TO
CONSOLIDATED  FINANCIAL  STATEMENTS on page 35 of NMBT CORP's 1998 Annual Report
to  Stockholders  (an  Exhibit  to this Form  10-K),  which is  incorporated  by
reference,  for  more  detailed  descriptions  of  these  requirements  and  the
Company's and NMBT's capital position at December 31, 1998 and 1997.

     The FDIC regulations that implement FDICIA require an insured state bank to
obtain the  FDIC's  prior  consent  before  directly,  or  indirectly  through a
majority owned  subsidiary,  engaging "as principal" in any activity that is not
permissible  for a national bank unless one of the  exceptions  contained in the
regulation applies. The Company does not believe that this regulation has had or
will have a material impact on the business of NMBT.

     Pursuant to FDICIA, the federal bank regulatory  agencies have issued rules
establishing standards for safety and soundness at FDIC-insured institutions and
their holding companies. These standards formalize in regulation the fundamental
standards used by the federal bank regulatory agencies to assess the operational
and managerial  qualities of an institution.  The rules  establish  operational,
managerial,  asset  quality and earnings  standards for  FDIC-insured  banks and
their holding  companies  and  standards  that prohibit as an unsafe and unsound
practice the payment of compensation that is excessive or could lead to material
financial loss to such  institutions.  These  standards are designed to identify
potential  safety and  soundness  concerns  and ensure  that  action is taken to
address those concerns before they pose a risk to the deposit insurance funds.

     The FDIC may terminate FDIC insurance of NMBT's deposits after notice and a
hearing  upon a finding  by the FDIC that NMBT has  engaged in unsafe or unsound
practices or is in an unsafe and unsound condition to continue operations or has
violated any applicable law, regulation, rule or order of, or conditions imposed
by, the FDIC.  NMBT is not aware of any  practice,  condition or violation  that
might lead to termination of its deposit insurance.

     FEDERAL RESERVE SYSTEM REGULATION

     Under  the   regulations  of  the  Federal   Reserve   System,   depository
institutions  such as NMBT are  required  to  maintain  reserves  against  their
transaction   accounts.  In  1998,  these  regulations  generally  required  the
maintenance  of reserves of 3.0% against  transaction  accounts of $47.8 million
($46.5  million  effective  December 1, 1998) or less and 10.0% of the amount of
such  accounts  in excess of such  amount.  These  amounts and  percentages  are
subject to further adjustment by the Federal Reserve Board.

     The  Company is subject to  regulation  by the Federal  Reserve  Board as a
registered bank holding  company.  The Federal Bank Holding Company Act of 1956,
as amended (the BHCA),  under which the Company is registered,  limits the types
of  companies  which the Company may acquire or organize and the  activities  in
which they may engage.  In general,  a bank holding company and its subsidiaries
are  prohibited  from  engaging in or  acquiring  direct  control of any company
engaged in non-banking  activities unless such activities are so closely related
to banking or managing or controlling  banks as to be a proper incident thereto.
The  Company has not  determined  which,  if any, of these or other  permissible
non-banking activities it might seek to engage in.

     The Federal Reserve Board has established  capital adequacy  guidelines for
bank  holding  companies  that are  similar to the FDIC's  capital  requirements
described  above.  As of December 31, 1998,  the Company was in full  compliance
with all  applicable  capital  requirements,  and  management  believes that the
Company will maintain such compliance.

     The BHCA  requires,  with certain  exceptions,  a bank  holding  company to
obtain the Federal Reserve  Board's  approval prior to acquiring more than 5% of
the outstanding voting stock of any bank or bank holding company,  acquiring all
or substantially  all of the assets of a bank or merging or  consolidating  with
another bank holding company.

     Effective April 21, 1997, the Federal  Reserve Board adopted  comprehensive
changes  to  certain  banking  regulations  (the  1997  Amendments).   The  1997
Amendments include amendments to Regulation Y, which implements the BHCA's prior
approval  requirements.  The changes are intended to improve the competitiveness
of bank holding  companies by  eliminating  unnecessary  regulatory  burdens and
operating restrictions and by streamlining the application/notice process. Among
other  changes,  the 1997  Amendments  incorporate a  streamlined  and expedited
review  process  for  bank  acquisition   proposals  by  well-run  bank  holding
companies;



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FORM 10-K
NMBT CORP
December 31, 1998


eliminate  certain notice and approval  requirements and streamline  others that
involve non-banking proposals by well-run bank holding companies; and reorganize
and expand the list of permissible non-banking activities.

     As described above, the Company, NMBT and any other subsidiaries  generally
are prohibited  from engaging in certain  reciprocal  arrangements in connection
with any extension of credit or provision of any property or services.

     NMBT is subject to certain  restrictions imposed by the Federal Reserve Act
on making any investments in the stock or other securities of the Company or any
of the  Company's  subsidiaries,  and the taking of such stock or  securities as
collateral for loans to any borrower.

     NMBT also is subject to certain restrictions imposed by the Federal Reserve
Act on the amount of loans it can make to the  Company or its  affiliates.  Such
loans must be  collateralized as provided by the Federal Reserve Act. The amount
of such loans may not exceed (when  aggregated  with certain other  transactions
between  NMBT and the  Company)  10% of the  capital  stock and surplus of NMBT.
Since  formation  of the  Company,  there have been no loans made by NMBT to the
Company.

     The BHCA requires the Company to file reports of  operations  annually with
the Federal Reserve Board. The Company,  NMBT and any other  subsidiaries of the
Company  also are  subject to  examination  by the  Federal  Reserve  Board.  In
addition,  the  Company  is  registered  as a  bank  holding  company  with  the
Connecticut Department of Banking under the Connecticut Bank Holding Company and
Bank Acquisition Act.

STATISTICAL DISCLOSURES

I. DISTRIBUTION OF ASSETS,  LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES
AND INTEREST DIFFERENTIAL

     The  information  required  by this Item is set forth in NMBT  CORP's  1998
Annual Report to  Stockholders  (an Exhibit to this Form 10-K),  on pages 14 and
15, and is incorporated herein by reference.

II. INVESTMENT PORTFOLIO

The  following  table sets forth the carrying  value of  securities at the dates
indicated:

<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                  ----------------- ------------------- -----------------
                                                                        1998               1997               1996
                                                                  ----------------- ------------------- -----------------
                                                                                      (In Thousands)
<S>                                                                       <C>                 <C>               <C>
U.S. Treasury and agency securities                                        $75,212             $38,107           $23,702
Mortgage-backed securities                                                  15,544              26,597            29,512
Municipal securities                                                        20,797              16,968             8,785
Corporate securities                                                         2,133                   -                 -
----------------------------------------------------------------- ----------------- ------------------- -----------------
       Total securities, at amortized cost                                 113,686              81,672            61,999
Federal Home Loan Bank stock                                                 1,980               1,760             1,542
Unrealized gain on securities available for sale                             1,024                 573               220
                                                                  ----------------- ------------------- -----------------

        Total carrying value of securities                                $116,690             $84,005           $63,761
================================================================= ================= =================== =================
</TABLE>

The  following  table  sets  forth  the  maturities  of debt  securities,  using
amortized cost amounts,  at December 31, 1998, and the weighted average yield of
such  securities  (calculated  on the  basis of the cost  and  effective  yields


                                       7
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998

weighted  for  the  scheduled   maturity  of  each   security).   Tax-equivalent
adjustments  (using  a 34%  rate)  have  been  made  in  calculating  yields  on
obligations of states and political subdivisions.

<TABLE>
<CAPTION>
                                                              Maturity or Expected Principal Repayment
                                         -----------------------------------------------------------------------------------
                                                                 After One but       After Five but
                                           Within One Year     Within Five Years    Within Ten Years      After Ten Years
                                         -------------------- -------------------- -------------------- --------------------
Dollars in thousands                      Amount     Yield     Amount     Yield     Amount     Yield     Amount     Yield
                                          ------     -----     ------     -----     ------     -----     ------     -----
<S>                                       <C>         <C>      <C>         <C>      <C>         <C>          <C>
U.S. Treasury and agency securities        $10,009     6.02%    $10,547     5.12%    $54,657     6.36%        $ -
Mortgage-backed securities1                  8,277     7.41%      7,267     7.30%          -                    -
Municipal securities                             -                8,322     6.12%     12,475     6.89%          -
Corporate securities                             -                    -                1,047     5.62%      1,085     6.88%
---------------------------------------- ---------- --------- ---------- --------- ---------- --------- ---------- ---------
Total                                      $18,286     6.99%    $26,136     6.39%    $68,179     6.44%     $1,085     6.88%
======================================== ========== ========= ========== ========= ========== ========= ========== =========
</TABLE>

1    The maturity or expected  principal  repayment periods for  mortgage-backed
securities are based on expected  average lives rather than  contractual  terms,
factoring in scheduled  amortization  and estimated  prepayment  activity on the
underlying  mortgages.  Prepayments were estimated based on interest rate levels
existing at year-end  1998.  Lower  interest  rates would be expected to lead to
higher  prepayment  levels and a shorter  distribution  of principal cash flows,
while higher interest rates would be expected to lead to lower prepayment levels
and a longer distribution of cash flows.



                                       8
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998

III.  LOAN PORTFOLIO

The following table shows loan  distribution at the end of each of the last five
years:

<TABLE>
<CAPTION>
                                                                    December 31,
                                          ------------------------------------------------------------------
                                             1998          1997          1996         1995         1994
                                          ------------ ------------- ------------- ------------ ------------
                                                                   (In Thousands)
<S>                                         <C>           <C>           <C>          <C>          <C>
    Real estate                              $192,381      $188,868      $184,486     $177,882     $173,346
    Commercial and industrial                  16,107        17,818        13,203       11,917       10,932
    Installment and education                   7,137         8,994         7,128        2,628       2, 493
    Construction and development               13,443         7,299         5,999        4,891       3, 333
    Cash reserve and credit cards                 877           930           870          840          807
    ------------------------------------- ------------ ------------- ------------- ------------ ------------
    TOTAL LOANS                              $229,945      $223,909      $211,686     $198,158     $190,911
    ===================================== ============ ============= ============= ============ ============
</TABLE>


     The  following  table  shows  nonaccrual,  past  due 90 days  or  more  and
restructured loans at the end of each of the last five years:

<TABLE>
<CAPTION>
                                                                          December 31,
                                                      ------------------------------------------------------
                                                        1998       1997       1996       1995       1994
                                                      ---------- ---------- ---------- ---------- ----------
                                                                         (In thousands)
<S>                                                     <C>        <C>        <C>        <C>        <C>
     Nonaccrual loans                                    $2,694     $3,208     $4,025     $4,523     $5,056
     Accruing loans past due 90 days or more                  2         25        236          -        257
     Troubled debt restructurings                             -        261        264        269        638
</TABLE>





                                       9
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


The  following  table shows the maturity  data for fixed and floating rate loans
outstanding as of December 31, 1998:

<TABLE>
<CAPTION>
                                                                                Floating or
                                                                              adjustable rate
                                                         Fixed rate loans          loans            Total loans
                                                        ------------------- -------------------- -------------------
                                                                              (In thousands)
<S>                                                                <C>                 <C>                 <C>
        Commercial and industrial
             One year or less                                         $264               $7,221              $7,485
             Over one year through five years                        2,357                4,009               6,366
             Over five years                                           776                1,165               1,941
        ----------------------------------------------- ------------------- -------------------- -------------------
             Total                                                   3,397               12,395              15,792
        ----------------------------------------------- ------------------- -------------------- -------------------
        Construction and development
             One year or less                                        3,737                5,202               8,939
             Over one year through five years                            -                1,210               1,210
             Over five years                                           568                2,726               3,294
        ----------------------------------------------- ------------------- -------------------- -------------------
             Total                                                   4,305                9,138              13,443
        ----------------------------------------------- ------------------- -------------------- -------------------
        All other loans
             One year or less                                          827                4,642               5,469
             Over one year through five years                        9,214               11,883              21,097
             Over five years                                        34,703              136,747             171,450
        ----------------------------------------------- ------------------- -------------------- -------------------
             Total                                                  44,744              153,272             198,016
        ----------------------------------------------- ------------------- -------------------- -------------------
        Total accruing loans                                        52,446              174,805             227,251
        ----------------------------------------------- ------------------- -------------------- -------------------
        Total nonaccrual loans                                         816                1,878               2,694
        =============================================== =================== ==================== ===================
        TOTAL LOANS                                                $53,262             $176,683            $229,945
        =============================================== =================== ==================== ===================
</TABLE>


     Other  information  required  by this Item is set forth in NMBT CORP's 1998
Annual Report to  Stockholders  (an Exhibit to this Form 10-K), on pages 18, 29,
30-33 and 37, and is incorporated herein by reference.


                                       10
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


IV.  SUMMARY OF LOAN LOSS EXPERIENCE

The following  table  summarizes loan loss experience for each of the five years
ended December 31, 1998:

<TABLE>
<CAPTION>
                                                                           Years Ended December 31,
                                                             1998         1997         1996       1995        1994
                                                         ------------- ------------ ----------- ---------- -----------
<S>                                                            <C>          <C>         <C>        <C>         <C>
             (Dollars in Thousands)
             Balance at January 1                              $3,537       $3,212      $3,553     $3,965      $3,769
                                                         ------------- ------------ ----------- ---------- -----------

             Charge-offs:
                  Real estate loans                               202          226         614        796       1,095
                  Commercial loans                                 14          166           4         13         198
                  Installment loans                                13            7          11         12           4
                  Other loans                                      18           24          31         28          15
                                                         ------------- ------------ ----------- ---------- -----------
                                                                  247          423         660        849       1,312
                                                         ------------- ------------ ----------- ---------- -----------

             Recoveries:
                  Real estate loans                               239          146          99        222          42
                  Commercial loans                                 42           34          26         53          30
                  Installment loans                                 3            4           2          1           2
                  Other loans                                       4            2           2          1           2
                                                         ------------- ------------ ----------- ---------- -----------
                                                                  288          186         129        277          76
                                                         ------------- ------------ ----------- ---------- -----------

             Net charge-offs (recoveries)                        (41)          237         531        572       1,236

             Allowance acquired
               from Candlewood                                      -            -           -          -       1,192
             Additions charged to operations                      371          582         390        160         240
             Transfer to liability for
               estimated losses from
               off-balance sheet credit
               instruments                                        110           20         200          -           -
                                                         ------------- ------------ ----------- ---------- -----------

             Balance at December 31                            $3,839       $3,537      $3,212     $3,965      $3,769
             =========================================== ============= ============ =========== ========== ===========

             Ratio of net charge-offs
                (recoveries) during the period to
                average loans outstanding during the
                period                                         (0.02%)        0.11%       0.27%      0.30%       0.74%
             =========================================== ============= ============ =========== ========== ===========
</TABLE>


     Other  information  required  by this Item is set forth in NMBT CORP's 1998
Annual Report to  Stockholders  (an Exhibit to this Form 10-K),  on pages 12 and
30, and is incorporated herein by reference.



                                       11
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


V.  DEPOSITS

The average  daily amount of deposits and  weighted  average  rates paid on such
deposits is summarized for the periods indicated in the following table:

<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                              ---------------------------------------------------------------------------
                                                        1998                     1997                     1996
                                              ------------------------- ------------------------ ------------------------
                                                Average      Average      Average     Average      Average     Average
                                                 Amount        Rate       Amount        Rate       Amount        Rate
                                                -------      -------      -------     -------      -------     -------
                                                                        (Dollars in thousands)
<S>                                               <C>          <C>         <C>          <C>         <C>          <C>
Noninterest-bearing checking                       $39,203                  $34,016                  $28,681
Interest-bearing checking                           92,364       1.66%       81,145       1.70%       72,251       1.58%
Savings                                             65,436       2.33%       60,907       2.45%       63,463       2.52%
Time deposits under $100                            80,523       5.16%       81,516       5.39%       73,504       5.29%
Time deposits $100 or more                          17,816       5.42%       16,432       5.36%       10,919       5.72%
--------------------------------------------- ------------- ----------- ------------ ----------- ------------ -----------
TOTAL DEPOSITS                                    $295,342                 $274,016                 $248,818
============================================= ============= =========== ============ =========== ============ ===========
</TABLE>

Remaining  maturities  of time  deposits of $100,000 or more,  all of which have
fixed rates, are summarized as follows:

<TABLE>
<CAPTION>
                                                                         December, 31, 1998
                                                                       ------------------------
                                                                           (In Thousands)
<S>                                                                                     <C>
               Three months or less                                                     $7,747
               Over three months through six months                                      5,005
               Over six months through one year                                          3,539
               Over one year                                                             3,706
               ------------------------------------------------------- ------------------------
               TOTAL TIME DEPOSITS OF $100 OR MORE                                     $17,997
               ======================================================= ========================
</TABLE>


VI. RETURN ON EQUITY AND ASSETS

The dividend payout ratios were as follows for the periods indicated:

<TABLE>
<CAPTION>
                                                         For the Year Ended December 31,
                                              ------------------------------------------------------
                                                 1998       1997      1996        1995       1994
                                              ----------- --------- ---------- ----------- ---------
<S>                                               <C>       <C>        <C>         <C>          <C>
             Dividend payout ratio                28.68%    18.79%     15.62%      15.25%         -
                                              =========== ========= ========== =========== =========
</TABLE>

   Other  information  required  by this Item is set forth in NMBT  CORP's  1998
Annual Report to Stockholders  (an Exhibit to this Form 10-K), on page 9, and is
incorporated herein by reference.




                                       12
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


VII.  ADVANCES FROM FEDERAL HOME LOAN BANK OF BOSTON

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                         ---------------------------------------------------------------
     Maturity Date                                 Rate                 1998                  1997                 1996
     -------------------------- ------------------------ -------------------- --------------------- --------------------
                                                      (Dollars in Thousands)
<S>                                             <C>                  <C>                   <C>                <C>
     January 30,1997                              5.46%                $   -                 $   -              $ 4,200
     June 9, 1997                                 6.11%                    -                     -                1,685
     June 11, 1997                                6.09%                    -                     -                1,000
     January 30, 1998                             5.69%                    -                 3,100                    -
     February 20, 1998                            5.64%                    -                 5,575                    -
     October 1, 1998                              5.87%                    -                 3,000                    -
     February 5, 1999                             5.19%                2,000                     -                    -
     May 6, 1999                                  5.81%                2,000                     -                    -
     September 30, 1999                           4.98%                5,000                     -                    -
     November 1, 1999                             6.05%                1,138                 2,310                3,412
     November 1, 1999                             6.36%                1,192                 2,414                    -
     June 11, 2001                                7.03%                  550                   550                  550
     June 19, 2001                                6.65%                2,234                 3,000                3,717
     December 31, 2002                            6.25%                1,611                 1,650                    -
     January 15, 2003                             5.88%                  855                     -                    -
     August 14, 2003                              6.02%                  472                     -                    -
     March 19, 2007                               6.95%                  878                   953                    -
     February 13, 2008                            5.96%                1,888                     -                    -
     February 24, 2008                            5.25%               10,000                     -                    -
     February 26, 2008                            6.08%                  756                     -                    -
     March 18, 2008                               6.46%                  552                   593                    -
     May 8, 2008                                  5.52%                3,000                     -                    -
     May 28, 2008                                 6.25%                  744                     -                    -
     August 21, 2008                              6.18%                  447                     -                    -
     October 9, 2008                              5.41%                  695                     -                    -
     October 22, 2008                             5.50%                  878                     -                    -
     October 29, 2008                             5.68%                  782                     -                    -
                                                         -------------------- --------------------- --------------------
                                                                     $37,672               $23,145             $ 14,564
                                                         ==================== ===================== ====================

     Maximum amount outstanding during period                        $39,597               $23,145              $26,058
     Average amount outstanding during period                        $32,952               $17,269              $12,272
     Average interest rate                                              5.89%                 6.20%                5.92%
</TABLE>


ITEM 2.  PROPERTIES

     NMBT CORP and  NMBT's  main  office is located  at 55 Main  Street,  in New
Milford,  Connecticut. NMBT has nine other offices, all in Connecticut, all with
Automated Teller Machine facilities,  and all being full service branch offices,
located at:

                    186 Danbury Road in New Milford;
                    100 Park Lane Road in New Milford;
                    45 North Main Street in Kent;



                                       13
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


                    29 Main Street South in Bridgewater;
                    105 Mill Plain Road in Danbury;
                    100 Route 37 in New Fairfield;
                    30 Germantown Road in Danbury;
                    30 Main Street in Danbury; and
                    325 Main Street South in Southbury.

     NMBT's  Main  Office is located on The Green in New  Milford in a two-story
building.  Owned by NMBT,  this facility has eight  interior and three  drive-in
teller stations and parking for approximately thirty automobiles.  NMBT CORP and
NMBT's executive offices are in this facility. There are no encumbrances on this
facility.

     NMBT's South Seven Office at 186 Danbury Road, in New Milford, which opened
in July,  1982,  is  located  in a  two-story  building  and has a floor area of
approximately  2,950 square feet. Leased by NMBT, current lease term expiring in
2012,  this  facility  has six interior  and two  drive-in  teller  stations and
parking for approximately  twenty-two automobiles.  NMBT pays its pro rata share
of real estate taxes and other municipal charges assessed against the facility.

     NMBT's Park Lane Office at 100 Park Lane Road in New Milford,  which opened
in February,  1988, is located in a 21,000 square foot office  building owned by
NMBT.  This facility has eight interior and three drive-in  teller  stations and
parking for approximately 100 automobiles. This building also includes NMBT CORP
and NMBT's administrative, data processing and operations departments. There are
no encumbrances on this facility.

     NMBT's  Kent  Office  at 45  North  Main  Street  in Kent is  located  in a
two-story building and has a floor area of approximately 1,800 square feet. This
facility  opened for business in July,  1983.  NMBT's current lease term on this
facility runs until 2005 with two five-year  renewal options.  This facility has
five  interior and two drive-in  teller  stations and parking for  approximately
twenty-two  automobiles.  NMBT pays its pro rata share of real estate  taxes and
other municipal charges assessed each year against the facility.

     NMBT's  Bridgewater  Office at 29 Main Street  South in  Bridgewater,  in a
small  shopping  center,  opened for business in February,  1985.  The lease was
renewed in February,  1995 for a five-year term. NMBT pays its pro rata share of
taxes and other center expenses.  This facility has three indoor teller stations
and shares a parking area with other center tenants.

     NMBT's Mill Plain Office at 105 Mill Plain Road in Danbury, which opened in
August, 1992, is located in a two-story contemporary office building. The branch
floor area consists of approximately 2,500 square feet, with an additional 2,500
square feet leased in the lower level. Currently leased by NMBT until 2002, this
facility has 5 interior teller stations,  2 drive-in teller stations and parking
for approximately thirty-five automobiles. NMBT pays its pro rata share of taxes
and other municipal charges assessed each year against the facility.

     NMBT's  Candlewood Office at 100 Route 37 in New Fairfield was formerly the
Main office of Candlewood  Bank and Trust Company  (Candlewood).  NMBT succeeded
Candlewood as the lessee when NMBT acquired that  institution on April 29, 1994.
The office is located in a  two-story  office  building  and has a floor area of
approximately 5,500 square feet. This facility has six interior teller stations,
two drive-in teller  stations and shares parking  facilities with other building
tenants.  The current lease expires  September 30, 2006.  NMBT pays its pro rata
share of taxes assessed against the facility.

     NMBT's  Germantown Office at 30 Germantown Road in Danbury was formerly the
branch  office of  Candlewood  and the lease for this office was also assumed as
part of the acquisition. This office is located in the Germantown Plaza Shopping
Center and has a floor area of  approximately  1,800 square feet.  This facility
has four  interior  teller  stations,  two drive-in  teller  stations and shares
parking spaces with other Center tenants. The present lease term expires in 2007
but may be renewed for two additional  five-year  terms.  NMBT pays its pro rata
share of the Center's taxes and other expenses.

     NMBT's Danbury Towers Office at 30 Main Street,  Danbury,  opened April 26,
1995. This branch is located in a five-story contemporary office building called
the Danbury Executive Towers, and has a floor area of approximately 3,700 square
feet.  Subleased  by NMBT until  December,  1999,  this  facility has 5 interior
teller  stations,  2 drive-in  teller  stations,  15 parking spaces reserved for
customers  and shares  additional  available  parking  spaces with other  Towers
tenants.  NMBT  pays its pro rata  share of taxes and  other  municipal  charges
assessed against the



                                       14
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


facility.

     NMBT's  newest  branch,  the  Southbury  Office,  325  Main  Street  South,
Southbury,  opened  September 15, 1997.  Located in a two-story office building,
this branch has a floor area of  approximately  3,200  square  feet,  4 interior
teller  stations,  1  drive-in  teller  station  and  1  drive-in  ATM.  Parking
facilities are shared with other building tenants.  NMBT pays its pro rata share
of the property taxes and other expenses.

ITEM 3.  LEGAL PROCEEDINGS

     NMBT is a defendant in certain  claims and legal  actions that arose in the
ordinary course of business.  In the opinion of management,  after  consultation
with legal counsel,  these  proceedings,  in the aggregate,  are not expected to
have  a  materially  adverse  effect  on  the  financial  position,  results  of
operations or liquidity of the Company.

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

     No matter  was  submitted  during the  fourth  quarter  of the fiscal  year
covered by this report to a vote of security  holders,  through the solicitation
of proxies or otherwise.

PART II

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

     On March 5, 1999,  there were 1,819  shareholders  of record of NMBT CORP's
Common  Stock.  Other  information  required  by this  Item is set forth in NMBT
CORP's 1998 Annual  Report to  Stockholders  (an Exhibit to this Form 10-K),  on
pages 19, 20, 35 and 39, and is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

     The  information  required  by this Item is set forth in NMBT  CORP's  1998
Annual Report to Stockholders  (an Exhibit to this Form 10-K), on page 9, and is
incorporated herein by reference.

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

     The  information  required  by this Item is set forth in NMBT  CORP's  1998
Annual  Report to  Stockholders  (an  Exhibit  to this Form  10-K),  on pages 10
through 22, and is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  information  required  by this Item is set forth in NMBT  CORP's  1998
Annual  Report to  Stockholders  (an  Exhibit  to this Form  10-K),  on pages 23
through 39, and is incorporated herein by reference.

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

     No changes in or  disagreements  with  accountants have occurred during the
two most recent fiscal years or any subsequent interim period.



                                       15
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     The  information  required by this Item is set forth in a definitive  proxy
statement (to be filed pursuant to Regulation 14A) and is incorporated herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION

     The  information  required by this Item is set forth in a definitive  proxy
statement (to be filed pursuant to Regulation 14A) and is incorporated herein by
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required by this Item is set forth in a definitive  proxy
statement (to be filed pursuant to Regulation 14A) and is incorporated herein by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required by this Item is set forth in a definitive  proxy
statement (to be filed pursuant to Regulation 14A) and is incorporated herein by
reference.

PART IV

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

(A)  FINANCIAL STATEMENTS AND SCHEDULES

     The  following  financial  statements  of NMBT CORP  included in the Annual
Report of NMBT CORP to its stockholders for the year ended December 31, 1998 are
incorporated herein by reference:

     Consolidated Statements of Condition - December 31, 1998 and 1997
     Consolidated Statements of Operations - Years Ended December 31, 1998, 1997
          and 1996
     Consolidated Statements of Cash Flows - Years Ended December 31, 1998, 1997
          and 1996
     Consolidated Statements of Changes in Stockholders' Equity -
          Years Ended December 31, 1998, 1997 and 1996
     Consolidated  Statements of Comprehensive Income - Years Ended December 31,
          1998, 1997 and 1996
     Notes to Consolidated Financial Statements
     Selected quarterly financial data - Years Ended December 31, 1998 and 1997

(B)  REPORTS ON FORM 8-K - (FOURTH QUARTER OF 1998)

     None

(C)  EXHIBITS

2    Agreement and Plan of Reorganization  (incorporated by reference to Exhibit
     2 to the Company's



                                       16
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


     Registration Statement on Form 8-A12G filed on November 25, 1997)
3.1  Certificate of Incorporation (incorporated by reference to Exhibit 2 to the
     Company's Registration Statement on Form 8-A12G filed on November 25, 1997)
3.2  By-Laws   (incorporated   by  reference  to  Exhibit  2  to  the  Company's
     Registration Statement on Form 8-A12G filed on November 25, 1997)
10.  Material Contracts
10.1 Non-Statutory  Stock  Option  Plan (1988)  (incorporated  by  reference  to
     Exhibit 2 to the Company's  Registration  Statement on Form 8-A12G filed on
     November 25, 1997)
10.2 1994  Stock  Option  Plan  for  Employees,   Officers,  Directors  of  NMBT
     (incorporated  by  reference  to  Exhibit 2 to the  Company's  Registration
     Statement on Form 8-A12G filed on November 25, 1997)
10.3 Amendment  No.  1 to  Non-Statutory  Stock  Option  Plan  (incorporated  by
     reference  to Exhibit 2 to the  Company's  Registration  Statement  on Form
     8-A12G filed on November 25, 1997)
10.4 Amendment  No. 1 to 1994 Stock  Option Plan  (incorporated  by reference to
     Exhibit 2 to the Company's  Registration  Statement on Form 8-A12G filed on
     November 25, 1997)
10.5 Employment Agreement between NMBT and Michael D. Carrigan dated January 17,
     1996 (incorporated by reference to Exhibit 2 to the Company's  Registration
     Statement on Form 8-A12G filed on November 25, 1997)
10.6 Employment Agreement between NMBT and Jay C. Lent dated January 1, 1999
10.7 Employment Agreement between NMBT and Peter R. Maher dated January 1, 1999
11.  Statement re: computation of per share earnings  (incorporated by reference
     to Exhibit 2 to the Company's  Registration  Statement on Form 8-A12G filed
     on November 25, 1997)
12.  Statements re: computation of ratios  (incorporated by reference to Exhibit
     2 to the Company's  Registration Statement on Form 8-A12G filed on November
     25, 1997)
13.  NMBT CORP's 1998 Annual Report to Stockholders
20.  Proxy   Statement   dated  March  31,  1999,  for  the  Annual  Meeting  of
     Stockholders of NMBT CORP
21.  Subsidiary of Registrant
27.  Financial Data Schedule (included only with EDGAR filing).

(D)  FINANCIAL STATEMENT SCHEDULES

     No  financial  statement  schedules  are  required  to be filed as Exhibits
pursuant to Item 14(d).



                                       17
<PAGE>



FORM 10-K
NMBT CORP
December 31, 1998


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

(Registrant)                       NMBT CORP
            --------------------------------------------------------------------


By (Signature and Title)    s/ Michael D. Carrigan    Date    March 19, 1999
                        -----------------------------      ---------------------
                      Michael D. Carrigan, President and Chief Executive Officer

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

By (Signature and Title)    s/ Michael D. Carrigan    Date      March 19, 1999
                        -----------------------------      ---------------------
                        Michael  D.  Carrigan,  Director,  President  and  Chief
                        Executive Officer

By (Signature and Title)    s/ Jay C. Lent            Date     March 19, 1999
                        -----------------------------      ---------------------
                        Jay C. Lent,  Executive Vice President,  Chief Financial
                        Officer and Secretary

By (Signature and Title)    s/ Deborah L. Fish        Date     March 19, 1999
                        -----------------------------      ---------------------
                        Deborah L. Fish, Treasurer

By (Signature and Title)    s/ Kevin L. Dumas         Date      March 19, 1999
                        -----------------------------      ---------------------
                        Kevin L. Dumas, Director

By (Signature and Title)    s/ Louis A. Funk, Jr.     Date      March 19, 1999
                        -----------------------------      ---------------------
                        Louis A. Funk, Jr., Director

By (Signature and Title)    s/ Lawrence Greenhaus     Date      March 19, 1999
                        -----------------------------      ---------------------
                        Lawrence Greenhaus, Director

By (Signature and Title)    s/ Ruth Henderson         Date      March 19, 1999
                        -----------------------------      ---------------------
                        Ruth Henderson, Director

By (Signature and Title)    s/ Robert W. X. Martin    Date      March 19, 1999
                        -----------------------------      ---------------------
                        Robert W. X. Martin, Director

By (Signature and Title)    s/ Terry C. Pellegrini    Date      March 19, 1999
                        -----------------------------      ---------------------
                        Terry C. Pellegrini, Director

By (Signature and Title)    s/ Walter G. Southworth   Date      March 19, 1999
                        -----------------------------      ---------------------
                        Walter G. Southworth, Director

By (Signature and Title)    s/ Harry H. Taylor, Jr.   Date      March 19, 1999
                        -----------------------------      ---------------------
                        Harry H. Taylor, Jr., Director

By (Signature and Title)    s/ Arthur C. Weinshank    Date      March 19, 1999
                        -----------------------------      ---------------------
                        Arthur C. Weinshank, Director