Unassociated Document


    
      

    

    Exhibit
10.12

     

    
      Amendment
dated January 28, 2002 to Death Benefits Agreement between NBT Bancorp Inc., NBT
Bank, National Association and Daryl R. Forsythe made August 22,
1995.

      


      AMENDMENT
TO DEATH BENEFITS AGREEMENT

      


      THIS  AGREEMENT
(this "Agreement") is made and entered into effective as of
the  28  day  of  January,  2002,  by  and  among  NBT  BANCORP
INC., a Delaware corporation,  and NBT Bank, N.A., a national banking
association organized under
the  laws  of  the  United  States  (hereinafter
referred to collectively as the "Bank"),  Daryl  R. Forsythe
(the  "Employee").

      


      WHEREAS,
the Bank and the Employee have entered to that certain
Death  Benefits  Agreement  dated  as of
August 22, 1995 (the "1995 Agreement");

      


      WHEREAS,
the 1995 Agreement may be amended by a written instrument signed by the Bank and
the Employee; and

      


      WHEREAS,
the Bank and the Employee desire to amend the 1995 Agreement as set out in this
Agreement.

      


      NOW,
THEREFORE, the parties agree as follows:

      


      1.   Section
1 of Article IX of the 1995 Agreement is amended to read in its entirety as
follows:

      


      THIS
AGREEMENT MAY BE TERMINATED AT ANY TIME WHILE THE EMPLOYEE IS
LIVING  BY  A  WRITTEN INSTRUMENT SIGNED BY THE
BANK AND THE EMPLOYEE, PROVIDED, THAT  THE BANK MAY TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE TO THE EMPLOYEE AT ANY TIME AFTER THE EMPLOYEE HAS
CEASED TO BE THE CHAIRMAN OF THE BANK OTHER THAN
BECAUSE  OF  HIS  DEATH;  AND,  IN
ANY EVENT, THIS AGREEMENT WILL TERMINATE UPON TERMINATION OF THE EMPLOYEE'S
EMPLOYMENT WITH THE BANK FOR ANY REASON OTHER THAN
HIS  DEATH.

      


      2.   The
following new sentence is added to the end of Article X of the 1995
Agreement:

      


      WITHOUT
LIMITING THE FOREGOING, FOLLOWING TERMINATION OF THIS AGREEMENT, TO
THE  EXTENT PERMITTED BY THE POLICY, THE BANK MAY DESIGNATE ANY
OFFICER OR OTHER
EMPLOYEE  OF  THE  BANK  AS  THE  INSURED
UNDER THE POLICY AND MAY CONTINUE THIS
AGREEMENT  WITH  SUCH  OFFICER  OR  EMPLOYEE.

      


      3.   The
foregoing amendments shall be effective upon the date of this
Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.   In
other respects, the 1995 Agreement shall continue in full force and effect. The
parties hereby execute this Agreement as follows:

      


      
        
          	 
      	
                  NBT
      BANCORP INC.

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:
      /s/ Andrew Kowalczyk Jr.

                
	 
      	 
      
	 
      	
                  Date:  1/28/02

                
	 
      	
                  Its:  Chairman
      Compensation Committee

                
	 
      	 
      
	 
      	 
      
	 
      	
                  NBT
      BANK, NATIONAL ASSOCIATION

                
	 
      	 
      
	 
      	 
      
	 
      	
                  By:
      /s/ Michael J. Chewens

                
	 
      	 
      
	 
      	
                  Date:  1/28/02

                
	 
      	
                  Its:  Secretary

                
	 
      	 
      
	 
      	 
      
	 
      	
                  Date:  1/28/02

                
	 
      	
                  /s/  Daryl  R.  Forsythe

                
	 
      	
                  DARYL
      R. FORSYTHE