ex10_34.htm


    
      

        
          

        

      

    

    Exhibit 10.34

     

    RESOLUTION
OF THE

    COMPENSATION
COMMITTEE

    OF

    NBT
BANCORP INC.

    September
22, 2008

    


    After
discussion, and upon a motion duly made and seconded, it was

    


    RESOLVED, that the Martin A. Dietrich
Supplemental Executive Retirement Plan (SERP) dated July 23, 2001, as amended on
January 20, 2006, shall be further amended to update certain provisions
associated with the January 20, 2006 amendment that were not updated at the time
of said amendment with respect to normal and early retirement ages. Therefore,
Sections 7.4 and 8.6 shall be restated in their entirety as
follows:

    


    7.4           The
Supplemental Retirement Benefit shall be paid:

    


    
      	
               
      

            	
              (a)

            	
              except
      as provided in Section 7.4(b) (early retirement) and Section 8.6 (death),
      commencing on the first day of the month following the later of the
      Participant's retirement or his or her attainment of age 60;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              commencing
      on the first day of the month following the Participant's Determination
      Date in connection with early retirement after reaching age 58 and prior
      to the date of his or her 60th
birthday.

            


    

    


    
      	
              8.6

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

            


    

    


    
      	
               
      

            	
              (a)

            	
              Except
      as provided in Section 8.6(b), if a Participant shall die before his or
      her 58th birthday, no Supplemental Retirement Benefit shall be
      payable.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      a Participant shall die on or after his or her 58th birthday, after he or
      she has retired but before payment of any Supplemental Retirement Benefit
      has commenced, the Participant's surviving spouse, if any, shall be paid
      as a straight life annuity 50 percent of the Supplemental Retirement
      Benefit for her life commencing within 30 days following the Participant's
      death. Such payments shall be made in monthly installments, subject to the
      right of the Company to accelerate payment at any time in accordance with
      Section 7.5(c). However, if such Participant is not married at the time of
      his or her death, the Company shall pay to the Participant's Beneficiary a
      lump sum benefit equal to 50 percent of the Present Value of the
      Participant's Supplemental Retirement
Benefit.

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              (d)

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

            


    

    


    


    Furthermore,
NBT Bancorp Inc. Management is hereby authorized to take all actions (including,
without limitation, execution and filing of documents and payment of expenses)
and to make all determinations necessary to effect this amendment.

    


    


    
      
        
          	
                  /s/ Michael J. Chewens

                	 
      
	
                  Michael
      J. Chewens

                	 
      
	
                  Secretary