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, 1997
                          ------------------------------------------------------
                                       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
incorporation or organization)
No.)

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(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. [ X ]

   On March 17,  1998,  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 $43,783,975.

   The number of shares of Common Stock,  par value $.01 per share,  outstanding
as of March 17, 1998 was 2,640,258.

   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,
          1997 - PART I & PART II
     (2)  Proxy Statement for Annual Meeting on May 5, 1998 - PART I & PART III.


<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

PART I

ITEM 1.  BUSINESS

GENERAL

   NMBT CORP (the  "Company"),  a Delaware  corporation  formed in 1997,  is the
registered  bank holding company for NMBT (formerly The New Milford Bank & Trust
Company),  a  wholly  owned  subsidiary.  NMBT,  headquartered  in New  Milford,
Connecticut,  is a  state-chartered  bank and trust company founded in 1975. The
Company's  activity is  currently  limited to the holding of NMBT's  outstanding
common stock. NMBT is the Company's only subsidiary and its primary  investment.
The net income of the Company is presently derived entirely from the business of
NMBT.

   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,  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
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,  and 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  regulators  are the  Federal  Reserve  Bank and the State of
Connecticut  Department  of Banking.  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  and no operations other than  conventional  banking
operations and has no foreign branches. 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.

   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 1997 and has no present plans regarding a new
line of business  that will require an  investment  of a material  amount of its
total assets.

FORWARD-LOOKING STATEMENTS

    The Company has made,  and may  continue  to make,  various  forward-looking
statements  with respect to earnings,  credit  quality and other  financial  and
business matters for 1998 and, in certain  instances,  subsequent  periods.  The
Company cautions that these  forward-looking  statements are subject to numerous
assumptions, risks anduncertainties,  and that statements relating to subsequent
periods increasingly are subject to greater uncertainty because of the increased
likelihood  of changes in underlying  factors and  assumptions.  Actual  results
could differ materially from forward-looking statements.

    In addition to those factors  previously  disclosed by the Company and those
factors  identified  elsewhere herein,  the following factors could cause actual
results to differ materially from such forward-looking  statements;  competitive
pressures on loan and deposit  product  pricing;  other actions of  competitors;
changes  in local and  national  economic  conditions;  the extent and timing of
actions  of the  Federal  Reserve  Board;  customer  deposit  disintermediation;
changes in customers' acceptance of NMBT's products and services; and the extent
and timing of legislative and regulatory actions and reform.

    The Company's forward-looking  statements speak only as of the date on which
such statements are made. By making any forward-looking  statements, the Company
assumes no duly to update them to reflect new, changing or unanticipated  events
or circumstances.


COMPETITION

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



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FORM 10-K
NMBT CORP
December 31, 1997

offices are located in Fairfield County,  Connecticut;  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  generally 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 many 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,  1997,  NMBT  employed a total of 184 full- and  part-time
employees.  (160 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



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FORM 10-K
NMBT CORP
December 31, 1997


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 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



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FORM 10-K
NMBT CORP
December 31, 1997

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  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
organization  of community banks 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 acquisition of 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 1997,  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
1998 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).




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FORM 10-K
NMBT CORP
December 31, 1997

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 1997  annual  rates for
NMBT were 1.296, 1.30, 1.26 and 1.264 basis points, for the first through fourth
quarters of 1997,  respectively.  The BIF FICO 1998 annual rate for NMBT for the
first quarter of 1998 is 1.256 basis points.

   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, 1997,  NMBT's capital  exceeded these minimums.
See "Management's Discussion and Analysis, Capital Management",  on page 18, the
"Financial Glossary", on page 20, and Note 8. Stockholders' Equity, of the Notes
to  Consolidated  Financial  Statements on pages 31 and 32 of NMBT CORP's Annual
Report to  Stockholders  (an Exhibit to this  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, 1997 and 1996.

   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 1997,  these  regulations  generally  required the  maintenance of
reserves of 3.0% against transaction accounts of $49.3 million 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, 1997,  the Company was in full  compliance
with all  applicable  capital  requirements,  and  management  believes that the
Company will maintain



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FORM 10-K
NMBT CORP
December 31, 1997

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;  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.  The 1997
Amendments contain  significant  amendments to the Federal Reserve Board's rules
regarding tying arrangements.

   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.




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FORM 10-K
NMBT CORP
December 31, 1997

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 1997 Annual
Report to  Stockholders  (an Exhibit to this  10-K),  on pages 13 and 14, 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,
                                                                 -------------------------------------------------------
                                                                       1997              1996               1995
                                                                 -------------------------------------------------------
                                                                                     (In Thousands)
<S>                                                                  <C>                <C>                <C>
U.S. Treasury and agency securities                                  $38,107            $23,702            $18,504
Mortgage-backed securities                                            26,597             29,512             16,622
Municipal securities                                                  16,968              8,785              3,166
------------------------------------------------------------------------------------------------------------------------
       Total securities, at amortized cost                            81,672             61,999             38,292
Federal Home Loan Bank stock                                           1,760              1,542              1,542
Unrealized gain on securities available for sale                         573                220                372
                                                                 --------------------------------------------------------
        Total carrying value of securities                           $84,005            $63,761            $40,206
=========================================================================================================================
</TABLE>

The  following  table  sets  forth  the  maturities  of debt  securities,  using
amortized cost amounts,  at December 31, 1997, and the weighted average yield of
such  securities  (calculated  on the  basis of the cost  and  effective  yields
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
                                        ----------------------------------------------------------------------------------
                                         Amount     Yield     Amount     Yield     Amount    Yield     Amount     Yield
                                         ------     -----     ------     -----     ------    -----     ------     -----
                                                                     (Dollars in thousands)
<S>                                      <C>        <C>      <C>         <C>     <C>         <C>        <C>
U.S. Treasury and agency securities      $6,007     6.38%    $15,036     6.05%   $17,064     7.26%      $   -
Mortgage-backed securities1               8,498     7.57%     16,783     7.45%     1,295     6.79%         21     6.79%
Municipal securities                        300     8.19%      4,056     6.25%    12,612     7.00%          -
--------------------------------------------------------------------------------------------------------------------------
Total                                   $14,805     7.24%    $35,875     6.91%   $30,971     7.13%        $21     6.79%
==========================================================================================================================
</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  1997.  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, 1997

III.  LOAN PORTFOLIO

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

<TABLE>
<CAPTION>
                                                                    December 31,
                                         -------------------------------------------------------------------
                                             1997          1996          1995         1994         1993
                                         -------------------------------------------------------------------
                                                                   (In Thousands)
<S>                                       <C>           <C>           <C>          <C>          <C>
      Real estate                         $188,868      $184,486      $177,882     $173,346     $132,147
      Commercial and industrial             17,818        13,203        11,917       10,932        5,946
      Installment and education              8,994         7,128         2,628        2,493        2,238
      Construction and development           7,299         5,999         4,891        3,333        3,000
      Cash reserve and credit cards            930           870           840          807          830
      ------------------------------------------------------------------------------------------------------
      TOTAL LOANS                         $223,909      $211,686      $198,158     $190,911     $144,161
      ======================================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                                       December 31,
                                                   ------------------------------------------------------
                                                     1997       1996       1995       1994       1993
                                                   ------------------------------------------------------
                                                                      (In thousands)
<S>                                                 <C>        <C>        <C>        <C>        <C>
     Nonaccrual loans                                $3,208     $4,025     $4,523     $5,056     $5,294
     Accruing loans past due 90 days or more             25        236          -        257        150
     Troubled debt restructurings                       261        264        269        638        377
</TABLE>



                                       9
<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

The  following  table shows the maturity  data for fixed and floating rate loans
outstanding as of December 31, 1997:

<TABLE>
<CAPTION>
                                                                               Floating or
                                                            Fixed rate       adjustable rate
                                                              loans              loans               Total loans
                                                        ------------------------------------------------------------
                                                                              (In thousands)
  <S>                                                              <C>              <C>                 <C>
          Commercial and industrial
               One year or less                                  $529             $6,746              $7,275
               Over one year through five years                 2,802              6,352               9,154
               Over five years                                     28                945                 973
          ----------------------------------------------------------------------------------------------------------
               Total                                            3,359             14,043              17,402
          ----------------------------------------------------------------------------------------------------------
          Construction and development
               One year or less                                 3,060                883               3,943
               Over one year through five years                     -                695                 695
               Over five years                                      -              2,658               2,658
          ----------------------------------------------------------------------------------------------------------
               Total                                            3,060              4,236               7,296
          ----------------------------------------------------------------------------------------------------------
          All other loans
               One year or less                                   891              4,643               5,534
               Over one year through five years                11,644             18,179              29,823
               Over five years                                 32,897            127,749             160,646
          ----------------------------------------------------------------------------------------------------------
               Total                                           45,432            150,571             196,003
          ----------------------------------------------------------------------------------------------------------
          Total accruing loans                                 51,851            168,850             220,701
          ----------------------------------------------------------------------------------------------------------
          Total nonaccrual loans                                  837              2,371               3,208
          ==========================================================================================================
          TOTAL LOANS                                         $52,688           $171,221            $223,909
          ==========================================================================================================
</TABLE>

   Other  information  required  by this Item is set forth in NMBT  CORP's  1997
Annual Report to Stockholders (an Exhibit to this 10-K), on pages 17, 27 and 30,
and is incorporated herein by reference.




                                       10
<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

IV.  SUMMARY OF LOAN LOSS EXPERIENCE

The following table summarizes  NMBT's loan loss experience for each of the five
years ended December 31, 1997:

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                            ----------------------------------------------------
                                                                1997      1996       1995       1994       1993
                                                                          (Dollars in Thousands)
                                                            ----------------------------------------------------
<S>                               <C>                         <C>        <C>        <C>        <C>       <C>
               Balance at January 1                           $3,212     $3,553     $3,965     $3,769    $4,901

               Charge-offs:
                    Real estate loans                            226        614        796      1,095     1,358
                    Commercial loans                             166          4         13        198        66
                    Installment loans                              7         11         12          4        10
                    Other loans                                   24         31         28         15        31
               -------------------------------------------------------------------------------------------------
                                                                 423        660        849      1,312     1,465
               -------------------------------------------------------------------------------------------------

               Recoveries:
                    Real estate loans                            146         99        222         42       127
                    Commercial loans                              34         26         53         30        44
                    Installment loans                              4          2          1          2         4
                    Other loans                                    2          2          1          2         3
               -------------------------------------------------------------------------------------------------
                                                                 186        129        277         76       178
               -------------------------------------------------------------------------------------------------

               Net charge-offs                                   237        531        572      1,236     1,287

               Allowance acquired from Candlewood                  -          -          -      1,192         -
               Additions charged to operations                   582        390        160        240       155
               Transfer to liability for estimated losses
               from off-balance sheet credit instruments          20        200          -          -         -
               -------------------------------------------------------------------------------------------------

               Balance at December 31                         $3,537     $3,212     $3,553     $3,965    $3,769
               =================================================================================================

               Ratio of net charge-offs during the period
               to average loans outstanding during the
               period                                           0.11%      0.27%      0.30%      0.74%     0.93%

               ============================================ ========= ========== ========== ========== =========
</TABLE>

   Other  information  required  by this Item is set forth in NMBT  CORP's  1997
Annual Report to Stockholders (an Exhibit to this 10-K), on pages 11, 12 and 27,
and is incorporated herein by reference.


                                       11
<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

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,
                                              ---------------------------------------------------------------------------
                                                        1997                     1996                     1995
                                              ------------------------- ------------------------ ------------------------
                                                Average      Average      Average     Average      Average     Average
                                                 Amount        Rate       Amount        Rate       Amount        Rate
                                                 ------        ----       ------        ----       ------        ----
                                                                        (Dollars in thousands)
                                              ---------------------------------------------------------------------------
<S>                                              <C>                      <C>                     <C>
Noninterest-bearing demand                       $34,016                  $28,681                  $22,605
Interest-bearing checking                         81,145       1.70%       72,251      1.58%        69,831       1.70%
Savings                                           60,907       2.45%       63,483      2.52%        64,500       2.67%
Time deposits under $100                          81,516       5.39%       73,504      5.29%        66,221       5.17%
Time deposits $100 or more                        16,432       5.36%       10,919      5.72%         9,703       5.54%
                                               --------------------------------------------------------------------------
TOTAL DEPOSITS                                  $274,016                 $248,818                 $232,860

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

<CAPTION>
                                                                         December, 31, 1997
                                                                       ------------------------
                                                                           (In Thousands)
<S>                                                                                     <C>
                 Three months or less                                                   $7,514
                 Over three months through six months                                    2,807
                 Over six months through one year                                        3,983
                 Over one year                                                           3,107
                 -----------------------------------------------------------------------------
                 TOTAL TIME DEPOSITS OF $100 OR MORE                                   $17,411
                 ===================================================== ========================
</TABLE>

VI. RETURN ON EQUITY AND ASSETS

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

<TABLE>
<CAPTION>

                                                                December, 31, 1997
                                              ---------------------------------------------------
                                                 1997       1996      1995       1994      1993
                                              ----------- --------- ---------- --------- ---------
<S>                                                <C>       <C>        <C>       <C>       <C>
               Dividends payout ratio              18.79%    15.62%     15.25%    --        --
</TABLE>

   Other  information  required  by this Item is set forth in NMBT  CORP's  1997
Annual  Report to  Stockholders  (an  Exhibit to this  10-K),  on page 8, and is
incorporated herein by reference.




                                       12
<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

VII.  SHORT-TERM BORROWINGS

Advances from Federal Home Loan Bank of Boston were as follows:

<TABLE>
<CAPTION>
                                                                                  December 31,
     Maturity Date                 Rate                     1997                      1996                     1995
------------------------------------------------------------------------------------------------------------------------------
                                                   (Dollars in Thousands)

<S>                               <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                         -                        -
November 1, 1999                  6.05%                    2,310                     3,412                        -
November 1, 1999                  6.36%                    2,414                         -                        -
June 11, 2001                     7.03%                      550                       550                        -
June 19, 2001                     6.65%                    3,000                     3,717                        -
December 31, 2002                 6.25%                    1,650                                                  -
March 19, 2007                    6.95%                      953                                                  -
March 18, 2008                    6.46%                      593                                                  -
-------------------------------------------------------------------------------------------------------------------
                                                         $23,145                   $14,564                      $ -
====================================================================================================================

Maximum amount                                           $23,145                   $26,058                  $13,359
outstanding during
period
Average amount                                           $17,269                   $12,272                   $2,958
outstanding during
period
Average interest rate                                       6.20%                     5.92%                    6.38%
</TABLE>

ITEM 2.  PROPERTIES

   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;
                        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.



                                       13
<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

   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'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'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,  one  drive-in  teller  station 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 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.



                                       14
<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

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

   The information required by this Item is set forth in NMBT CORP's 1997 Annual
Report to Stockholders (an Exhibit to this 10-K), on pages 18, 32 and 35, and is
incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

   The information required by this Item is set forth in NMBT CORP's 1997 Annual
Report to Stockholders (an Exhibit to this 10-K), on page 8, 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 1997 Annual
Report to Stockholders (an Exhibit to this 10-K), on pages 10 through 20, 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 1997 Annual
Report to Stockholders (an Exhibit to this 10-K), on pages 21 through 35, 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.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY



                                       15
<PAGE>

FORM 10-K
NMBT CORP
December 31, 1997

   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,  1997 are
incorporated herein by reference:

   Consolidated Statements of Condition - December 31, 1997 and 1996
   Consolidated  Statements of Operations - Years Ended December 31, 1997,  1996
   and 1995
   Consolidated  Statements of Cash Flows - Years Ended December 31, 1997,  1996
   and 1995
   Consolidated Statements of Changes in Stockholders' Equity -
     Years Ended December 31, 1997, 1996 and 1995
   Notes to Consolidated Financial Statements
   Selected quarterly financial data - Years Ended December 31, 1997 and 1996

(B) REPORTS ON FORM 8-K - (FOURTH QUARTER OF 1997)

   None

(C) EXHIBITS

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

   3.2   By-Laws (incorporated by  reference  to  Exhibit  2  to  the  Company's
         Registration Statement on Form 8-

                                       16
<PAGE>

         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 17,
         1996   (incorporated  by  reference  to  Exhibit  2  to  the  Company's
         Registration Statement on Form 8-A12G filed on November 25, 1997)

   10.7  Employment  Agreement between NMBT and Peter R. Maher 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)

   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 1997 Annual Report to Stockholders

   20.   Proxy  Statement  dated  April  3,  1998,  for the  Annual  Meeting  of
         Stockholders of NMBT CORP

   21.   Subsidiary of Registrant

(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, 1997

                                   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 18, 1998
                         -----------------------------        ------------------
                         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 18, 1998
                        ------------------------------        ------------------
                        Michael D. Carrigan, Director,
                        President and Chief Executive Officer

By (Signature and Title)     s/ Jay C. Lent            Date     March 18, 1998
                        ------------------------------        ------------------
                        Jay C. Lent, Executive Vice President,
                        Chief Financial Officer and Secretary

By (Signature and Title)     s/ Deborah L. Fish        Date     March 18, 1998
                        ------------------------------        ------------------
                        Deborah L. Fish, Treasurer

By (Signature and Title)     s/ Kevin L. Dumas         Date     March 18, 1998
                        ------------------------------        ------------------
                        Kevin L. Dumas, Director

By (Signature and Title)     s/ Louis A. Funk, Jr.     Date     March 18, 1998
                        ------------------------------        ------------------
                        Louis A. Funk, Jr., Director

By (Signature and Title)     s/ Lawrence Greenhaus     Date     March 18, 1998
                        ------------------------------        ------------------
                        Lawrence Greenhaus, Director

By (Signature and Title)     s/ Ruth Henderson         Date     March 18, 1998
                        ------------------------------        ------------------
                        Ruth Henderson, Director

By (Signature and Title)     s/ Robert W. X. Martin    Date     March 18, 1998
                        ------------------------------        ------------------
                        Robert W. X. Martin, Director

By (Signature and Title)     s/ Terry C. Pellegrini    Date     March 18, 1998
                        ------------------------------        ------------------
                        Terry C. Pellegrini, Director

By (Signature and Title)     s/ Walter G. Southworth   Date     March 18, 1998
                        ------------------------------        ------------------
                        Walter G. Southworth, Director

By (Signature and Title)     s/ Jack W. Straub         Date     March 18, 1998
                        ------------------------------        ------------------
                        Jack W. Straub, Director

By (Signature and Title)     s/ Harry H. Taylor, Jr.   Date     March 18, 1998
                        ------------------------------        ------------------
                        Harry H. Taylor, Jr., Director

By (Signature and Title)     s/ Arthur C. Weinshank    Date     March 18, 1998
                        ------------------------------        ------------------
                        Arthur C. Weinshank, Director

                                       18