ex10_1.htm


    

    Exhibit
10.1

    


    EMPLOYMENT
AGREEMENT

    


    This EMPLOYMENT AGREEMENT (the
"Agreement") made and entered into this first day of January 2005, and amended
and restated as of November 5, 2009, by and between MARTIN A. DIETRICH
("Executive") and NBT BANCORP INC., a Delaware corporation having its principal
office in Norwich, New York ("NBTB")

    


    W
I T N E S S E T H   T H A T:

    


    WHEREAS, Executive is president and
chief executive officer of NBT Bank, National Association, a wholly-owned
subsidiary of NBTB ("NBT Bank"), and president and chief executive officer of
NBTB and as of May 2005 a director of NBTB; and

    


    WHEREAS, NBTB desires to secure the
continued employment of Executive, subject to the provisions of this Agreement;
and

    


    WHEREAS, Executive is desirous of
entering into the Agreement for such periods and upon the terms and conditions
set forth herein.

    


    NOW, THEREFORE, in consideration of the
premises and mutual covenants and agree­ments hereinafter set forth,
intending to be legally bound, the parties agree as follows:

    


    1.           Employment; Responsibilities
and Duties.

    


    (a)           NBTB
hereby agrees to employ Executive, and to cause NBT Bank and any successor
organization to NBT Bank to employ Executive, and Executive hereby agrees to
serve in the capacities delineated above, and of any successor organization to
NBTB or NBT Bank, as applicable, during the Term of Employment (ad defined in
Section 2 below).  Executive shall have such executive duties,
responsibilities, and authority as shall be set forth in the bylaws of NBTB and
NBT Bank or as may otherwise be determined by NBTB.  During the Term
of Employment, Executive shall report directly to the chairman of the board of
NBTB.

    


    (b)           Executive
shall devote his full working time and best efforts to the performance of his
responsibilities and duties hereunder.  During the Term of
Employ­ment, Executive shall not, without the prior written consent of the
chairman of the board of NBTB, render services in any capacity, whether as an
employee, independent contractor, or otherwise, whether or not compensated, to
any person or entity other than NBTB or its affiliates; provided that Executive
may, where involvement in such activities does not individually or in the
aggregate significantly interfere with the performance by Executive of his
duties or violate the provisions of section 4 hereof, (i) render services to
charitable organizations, (ii) manage his personal invest­ments in
compliance with any NBTB limits or policies, and (iii) with the prior
permis­sion of the chairman of the board of NBTB, hold such other
director­ships or part-time academic appointments or have such other
business affiliations as would otherwise be prohibited under this section
1.


    
      
         


      

      
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    2.           Term of
Employment.

    


    (a)           The
term of this Agreement ("Term of Employment") shall be the period
com­mencing on the date of this Agreement (the "Commence­ment Date") and
continuing until the Termination Date, which shall mean the earliest to occur
of:

    


    (i)           January
1, 2010, provided, however, that on January 1, 2007 and on each January 1
thereafter, the remaining Term of Agreement shall be extended one additional
year (to a total of three years);

    


    (ii)           the
death of Executive;

    


    (iii)           Executive's
inability to perform his duties hereunder, by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to lat for a continuous period of not less than 12
months; or

    


    (iv)           the
discharge of Executive by NBTB "for cause," which shall mean one or more of the
following:

    


    (A)           any
willful or gross misconduct by Executive with respect to the business and
affairs of NBTB or NBT Bank, or with respect to any of its affiliates for which
Executive is assigned material responsibilities or duties;

    


    (B)           the
conviction of Executive of a felony (after the earlier of the expiration of any
applicable appeal period without perfection of an appeal by Executive or the
denial of any appeal as to which no further appeal or review is available to
Executive) whether or not committed in the course of his employment by
NBTB;

    


    (C)           Executive's
willful neglect, failure, or refusal to carry out his duties hereunder in a
reasonable manner (other than any such failure resulting from disability or
death or from termination by Executive for Good Reason, as hereinafter defined)
after a written demand for substantial performance is delivered to Executive
that speci­fically identifies the manner in which NBTB believes that
Executive has not substantially performed his duties and Executive has not
resumed substantial performance of his duties on a continuous basis within
thirty days of receiving such demand; or

    


    (D)           the
breach by Executive of any representa­tion or warranty in section 6(a)
hereof or of any agreement contained in section 1, 4, 5, or 6(b) hereof, which
breach is material and adverse to NBTB or any of its affiliates for which
Executive is assigned material responsibili­ties or duties;
or


    
      
         


      

      
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    (v)           Executive's
resignation from his position as president and chief executive officer of NBT
Bank and president and chief executive officer of NBTB other than for "Good
Reason," as hereinafter defined; or

    


    (vi)           the
termination of Executive's employment by NBTB "without cause," which shall be
for any reason other than those set forth in subsections (i), (ii), (iii), (iv),
or (v) of this section 2(a), at any time, upon the thirtieth day following
notice to Executive; or

    


    (vii)           Executive's
resignation for "Good Reason."

    


    "Good
Reason" shall mean, without Executive's express written consent, reassignment of
Executive to a material reduction in duties, responsibilities or position other
than for "Cause," or a material decrease in the amount or level of Executive's
salary or benefits from the amount or level established in section 3
hereof.  Notwithstanding the foregoing, if there exists (without
regard to this sentence) an event or condition that constitutes Good Reason,
NBTB shall have thirty (30) days from the date on which Executive gives the
written notice thereof to cure such event or condition (such notice to be given
from Executive within ninety (90) days from the date the event or condition
first occurs) and, if NBTB does so, such event or condition shall cease to
constitute Good Reason thirty (30) days after the end of the cure
period.

    


    A Termination Date shall not be deemed to have occurred
for purposes of any provision of this Agreement providing for the payment of any
amounts or benefits upon or following a termination of employment unless such
termination is also a “separation from service” within the meaning of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, for
purposes of any such provision of this Agreement, any references to a
“termination,” “termination of employment” or like terms shall mean a
“separation from service.”

     

    (b)           In
the event that the Term of Employment shall be terminated for any reason other
than that set forth in section 2(a)(vi) or 2(a)(vii) hereof, Executive shall in
consideration for Executive’s covenant not to compete and other post-termination
obligations, be entitled to receive, upon the occur­rence of any such
event:

    


    (i)           any
salary (as hereinafter defined) payable pursuant to section 3(a)(i) hereof which
shall have accrued as of the Termination Date; and

    


    (ii)           such
rights as Executive shall have accrued as of the Termination Date under the
terms of any plans or arrange­ments in which he participates pursuant to
section 3(b) hereof, any right to reimbursement for expenses accrued as of the
Termination Date payable pursuant to section 3(h) hereof, and the right to
receive the cash equivalent of paid annual leave accrued as of the Termination
Date pursuant to section 3(d) hereof.

    


    (c)           In
the event that the Term of Employment shall be terminated for the reason set
forth in section 2(a)(vi) or 2(a)(vii) hereof, and upon execution of a
Separation Agreement and Release in substantially the form attached hereto,
which shall be incorporated by reference into this Agreement and become part
hereof, Executive shall be entitled to receive the following:


    
      
         


      

      
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    (i)           any
salary payable pursuant to section 3(a)(i) hereof which shall have accrued as of
the Termination Date, and, for the period commencing on the date
immedi­ately following the Termi­na­tion Date and ending upon and
including the latest of the fifth anniversary of the Commence­ment Date or
the third anniversary of the Termination Date, salary payable at the rate
established pursuant to section 3(a)(i) hereof, on a monthly basis;
and

    


    (ii)          such
rights as Executive may have accrued as of the Termination Date under the terms
of any plans or arrangements in which he participates pursuant to section 3(b)
hereof, any right to reimbursement for expenses accrued as of the
Termina­tion Date payable pursuant to section 3(h) hereof, and the right to
receive the cash equivalent of paid annual leave accrued as of the Termination
Date pursuant to section 3(d) hereof.

     

    (iii)          if,
within eighteen (18) months following the Termination Date, Executive should
sell his principal residence in the Norwich Rand McNally Metropolitan Area as
determined by Rand McNally & Company (the "Norwich RMA") and relocate to a
place outside of the Norwich RMA, (A) reimbursement for any shortfall between
the net proceeds on the sale of his principal residence and the purchase price
plus improvements, including direct, necessary and reasonable transaction costs
incurred in connection with such purchase, as determined by the chief financial
officer of NBTB, for such residence, and including direct, necessary and
reasonable expenses, as determined by the chief financial officer of NBTB,
incurred to prepare the residence for sale, (B) reimbursement for direct,
necessary and reasonable expenses, as determined by the chief financial officer
of NBTB, incurred in connection with the sale of such residence not already
included as part of the reimbursement under (A) above, and (C) an amount
necessary to pay all federal, state and local income taxes resulting from any
reimbursement made pursuant to (A) and (B) (including any additional federal,
state and local income taxes resulting from the payment hereunder of such
taxes), the intent being that the payment made to Executive under (C) shall be
paid an additional amount (the “Gross-Up”) such that the net amount retained by
Executive, after deduction of such federal, state and local income taxes
resulting from the reimbursement under (A) and (B) shall be equal to the amount
of the reimbursement under (A) and (B) before payment of such taxes. For
purposes of determining the amount of the Gross-Up, Executive shall be deemed to
pay federal, state and local income taxes at the highest marginal rate of
taxation in effect in the calendar year in which the reimbursement is made after
giving consideration to the deductibility of state taxes for federal income
taxes. Amounts due under this subsection shall be paid as soon as
administratively practicable, but in no event later than ninety (90) days after
the date of the sale of Executive’s principal residence.

     

    Notwithstanding the foregoing, in the
event Executive is reimbursed, entitled to reimbursement, or is paid any amounts
by an entity or entities other than NBTB or NBT Bank of any affiliate or
successor thereof (the “Third Party”), for any amounts for which Executive has
received, or is entitled to receive, reimbursement under (A) or (B) above with
respect to the sale of his principal residence or any Gross-Up under (C) above,
Executive agrees:


    
      
         


      

      
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              (1)

            	
              with
      regard to amounts already paid by NBTB or NBT Bank or any affiliate or
      successor thereof (hereinafter referred to collectively as the “Company”),
      Executive shall notify the Company of all amounts received or due from the
      Third Party, and shall reimburse the Company in an amount equal to the
      amount so received or due from the Third Party up to the amount the
      Company paid to Executive under (A), (B), and (C) above;
    and

            


    

    


    
      	
              (2)

            	
              with
      regard to amounts due but not yet paid by the Company to Executive,
      Executive shall notify the Company of any amounts received or due from the
      Third Party, and Executive agrees that the Company shall reduce the amount
      due under (A), (B), and (C) above by the amount Executive has been paid or
      is entitled to be paid by the Third Party up to the amount due Executive
      from the Company.

            


    

    


    Regulatory
Limits.  Notwithstanding any other provision in this Agreement
NBTB may terminate or suspend this Agreement and the employment of Executive
hereunder, as if such termination were for Cause, to the extent required by the
applicable federal or state statue related to banking, deposit insurance or bank
or savings institution holding companies or by regulations or orders issued by
the Office of the Controller of the Currency, the Federal Deposit Insurance
Corporation or any other state or federal banking regulatory agency having
jurisdiction over NBT Bank or NBTB, and no payment shall be required to be made
to or for the benefit of Executive under this Agreement to the extent such
payment is prohibited by applicable law, regulation or order issued by a banking
agency or a court of competent jurisdiction; provided, that it shall be NBTB’s
burden to prove that any such action was so required.

    


    (d)           Any
provision of this section 2 to the contrary notwithstanding, in the event that
the employment of Executive with NBTB is terminated in any situation described
in sections 1(b) and 3 of the change-in-control letter agreement dated July 23,
2001, as amended effective as of November 5, 2009, between NBTB and Executive
(the "Change-in-Control Agreement") so as to entitle Executive to a severance
payment and other benefits described in section 3 of the Change-in-Control
Agreement, then Executive shall be entitled to receive the following, and no
more, under this section 2:

    


    (i)           any
salary payable pursuant to section 3(a)(i) hereof which shall have accrued as of
the Termination Date;

    


    (ii)           such
rights as Executive shall have accrued as of the Termination Date under the
terms of any plans or arrangements in which he participates pursuant to section
3(b) hereof, any right to reimbursement for expenses accrued as of the
Termination Date payable pursuant to section 3(h) hereof, and the right to
receive the cash equivalent of paid annual leave accrued as of the Termination
Date pursuant to section 3(d) hereof;

    


    (iii)           the
severance payment and other benefits provided in the Change- in-Control
Agreement; and


    
      
         


      

      
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    (iv)           if,
within eighteen (18) months following the Termination Date, Executive should
sell his principal residence in the Norwich RMA and relocate to a place outside
of the Norwich RMA, (A) reimbursement for any shortfall between the net proceeds
on the sale of his principal residence and the purchase price plus improvements,
including direct, necessary and reasonable transaction costs incurred in
connection with such purchase, as determined by the chief financial officer of
NBTB, for such residence, and including direct, necessary and reasonable
expenses, as determined by the chief financial officer of NBTB, incurred to
prepare the residence for sale, (B) reimbursement for direct, necessary and
reasonable expenses, as determined by the chief financial officer of NBTB,
incurred in connection with the sale of such residence not already included as
part of the reimbursement under (A) above, and (C) the Gross-Up, the intent
being that the net amount retained by Executive, after deduction of such
federal, state and local income taxes resulting from the reimbursement under (A)
and (B) shall be equal to the amount of the reimbursement under (A) and (B)
before payment of such taxes.  For purposes of determining the amount
of the Gross-Up, Executive shall be deemed to pay federal, state and local
income taxes at the highest marginal rate of taxation in effect in the calendar
year in which the reimbursement is made. Amounts due under this subsection shall
be paid as soon as administratively practicable, but in no event later than
ninety (90) days after the date of the sale of Executive’s principal
residence.

     

    Notwithstanding the foregoing, in the
event Executive is reimbursed, entitled to reimbursement, or is paid any amounts
by a Third Party, for any amounts for which Executive has received, or is
entitled to receive, reimbursement under (A) or (B) above with respect to the
sale of his principal residence or any Gross-Up under (C) above, Executive
agrees:

    


    
      	
               
      

            	
              (1)

            	
              with
      regard to amounts already paid by the Company, Executive shall notify the
      Company of all amounts received or due from the Third Party, and shall
      reimburse the Company in an amount equal to the amount so received or due
      from the Third Party up to the amount the Company paid to Executive under
      (A), (B), and (C) above; and

            


    

    


    
      	
               
      

            	
              (2)

            	
              with
      regard to amounts due but not yet paid by the Company to Executive,
      Executive shall notify the Company of any amounts received or due from the
      Third Party, and Executive agrees that the Company shall reduce the amount
      due under (A), (B), and (C) above by the amount Executive has been paid or
      is entitled to be paid by the Third Party up to the amount due Executive
      from the Company.

            


    

    


    (e)   Notwithstanding any other payment schedule provided
herein to the contrary, if Executive is deemed on the Termination Date a
“specified employee” within the meaning of that term under Code Section
409A(a)(2)(B), then each of the following shall apply:

    


    (i)           With regard to any payment that is considered deferred
compensation under Code Section 409A payable on account of a “separation from
service,” such payment shall be made on the date which is the earlier of (A) the
expiration of the six (6) month period measured from the date of Executive’s
“separation from service”, and (B) the date of Executive’s death (the “Delay
Period”) to the extent required under Code Section 409A.  Upon the
expiration of the Delay Period, all payments delayed pursuant to this Section
(whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid to Executive in a lump
sum, and all remaining payments due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them herein;
and


    
      
         


      

      
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    (ii)           To the extent that any benefits to be provided during
the Delay Period is considered deferred compensation under Code Section 409A
provided on account of a “separation from service,” and such benefits are not
otherwise exempt from Code Section 409A, Executive shall pay the cost of such
benefits during the Delay Period, and the Company shall reimburse Executive, to
the extent that such costs would otherwise have been paid by the Company or to
the extent that such benefits would otherwise have been provided by the Company
at no cost to Executive, the Company’s share of the cost of such benefits upon
expiration of the Delay Period, and any remaining benefits shall be reimbursed
or provided by the Company in accordance with the procedures specified
herein.

    


    (f)           To the extent that severance payments or benefits
pursuant to this Agreement are conditioned upon the execution and delivery by
Executive of a release of claims, Executive shall forfeit all rights to such
payments and benefits unless such release is signed and delivered (and no longer
subject to revocation, if applicable) within sixty (60) days following the date
of Executive’s Termination Date.  If the foregoing release is executed
and delivered and no longer subject to revocation as provided in the preceding
sentence, payments or benefits shall commence upon the first scheduled payment
date immediately after the date the release is executed and no longer subject to
revocation (the “Release Effective Date”).  The first such cash
payment shall include payment of all amounts that otherwise would have been due
prior to the Release Effective Date under the terms of this Agreement applied as
though such payments commenced immediately upon Executive’s Termination Date,
and any payments made thereafter shall continue as provided
herein.  The delayed benefits shall in any event expire at the time
such benefits would have expired had such benefits commenced immediately
following Executive’s Termination Date.

     

    The Company may provide, in its sole discretion, that
Executive may continue to participate in any benefits delayed pursuant to this
section during the period of such delay, provided that Executive shall bear the
full cost of such benefits during such delay period.  Upon the date
such benefits would otherwise commence pursuant to this Section, the Company may
reimburse Executive the Company’s share of the cost of such benefits, to the
extent that such costs would otherwise have been paid by the Company or to the
extent that such benefits would otherwise have been provided by the Company at
no cost to Executive, in each case had such benefits commenced immediately upon
Executive’s Termination Date.  Any remaining benefits shall be
reimbursed or provided by the Company in accordance with the schedule and
procedures specified herein.

    
      (iii)           For purposes of Code Section 409A, Executive’s right to
receive any installment payment pursuant to this Agreement shall be treated as a
right to receive a series of separate and distinct payments.

       

      3.           Compensation.  For
the services to be performed by Executive for NBTB and its affiliates under this
Agreement, Executive shall be compensated in the following manner:

      


      (a)           Salary.  During
the Term of Employment:


      
        
           


        

        
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      (i)           NBTB
shall pay Executive a salary, which, on an annual basis, shall be no less than
four hundred fifty thousand dollars ($450,000) and subject to annual adjustments
based on recommendations from the NBTB Compensation and Benefits Committee that
are in line with compensation for comparable positions in companies of similar
size and structure but in no case less than $450,000.00.  The Salary
shall be payable in accordance with the normal payroll practices of NBTB with
respect to executive personnel as presently in effect or as they may be modified
by NBTB from time to time.

      


      (ii)           Executive
shall be eligible to be considered for performance bonuses commensurate with
Executive’s title and salary grade, in accordance with the compensation policies
of NBTB with respect to executive personnel in effect as of the Commencement
Date or as they may be modified by NBTB from time to time.

      


      (b)           Employee Benefit Plans or
Arrangements.  During the Term of Employ­ment, Executive
shall be entitled to participate in all employee benefit plans of NBTB, as
presently in effect as of the Commencement Date or as they may be modified by
NBTB from time to time, under such terms as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, including, without
limitation, plans providing retirement benefits, stock options, restricted stock
or stock units, medical insurance, life insurance, disability insurance, and
accidental death or dismember­ment insurance, provided that there be no
duplication of such benefits as are provided under any other provision of this
Agree­ment.

      


      (c)           Equity
Awards.  Executive will be eligible for awards under NBTB’s
Omnibus Incentive Plan as applicable to officers of Executive’s
rank.

      


      (d)           Vacation and Sick
Leave.  During the Term of Employment, Executive shall be
entitled to paid annual vacation periods and sick leave in accordance with the
policies of NBTB applicable to officers of Executive’s rank employed by NBTB or
its affiliates and as in effect as of the Commencement Date or as may be
modified by NBTB from time to time as may be applicable to officers of
Executive's rank employed by NBTB or its affiliates, but in no event less than
five weeks of paid vacation per year.

      


      (e)           Automobile.  During
the Term of Employment, Executive shall be entitled to the use of an automobile
owned by NBTB or an affiliate of NBTB, the make and model of which automobile
shall be appropriate to an officer of Executive's rank, and which shall be
replaced every two years (or earlier if accumulated mileage exceeds 50,000
miles).  Executive shall be responsible for all expenses of ownership
and use of any such automobile, subject to reimburse­ment of expenses for
business use in accordance with section 3(h).

      


      (f)           Club
Dues.  During the Term of Employment, Executive shall be
reimbursed for dues and assessments incurred in relation to Executive's
membership at clubs mutually agreed upon by NBTB and
Executive.  Executive shall be responsible for any income taxes
associated with the personal use of such club membership.


      
        
           


        

        
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      (g)           Withholding.  All
compensation to be paid to Executive hereunder shall be subject to applicable
federal, state, and local taxes and all other required
withholdings.  Executive hereby acknowledges and agrees that he is
responsible for all taxes in connection with any benefits, fringe benefits, or
perquisites provided under this Agreement and he is not entitled to a Gross Up,
except as specifically provided under Paragraph 2(c)(iii) or 2(d)(iv) of this
Agreement, or as may be provided under the terms of the Change-in-Control
Agreement.

      


      (h)           Expenses.  During
the Term of Employment, Executive shall be reim­bursed for reasonable travel
and other expenses incurred or paid by Executive in connection with the
performance of his services under this Agreement, upon presentation of expense
statements or vouchers or such other supporting information as may from time to
time be requested by NBTB, in accordance with such policies of NBTB as are in
effect as of the Commencement Date and as may be modified by NBTB from time to
time, under such terms as may be applicable to officers of Executive's rank
employed by NBTB or its affiliates.  All
expenses or other reimbursements under this Agreement shall be made on or prior
to the last day of the taxable year following the taxable year in which such
expenses were incurred by Executive (provided that if any such reimbursements
constitute taxable income to Executive, such reimbursements shall be paid no
later than March 15th of the calendar year following the calendar year in which
the expenses to be reimbursed were incurred), and no such reimbursement or
expenses eligible for reimbursement in any taxable year shall in any way affect
the expenses eligible for reimbursement in any other taxable
year.

      


      4.           Confidential Business
Information; Non-Competition.

      


      (a)           Executive
acknowledges that certain business methods, creative techniques, and technical
data of NBTB, NBT Bank, and any of their affiliates and the like are deemed by
NBTB to be and are in fact confidential business informa­tion of NBTB or its
affiliates or are en­trusted to third parties.  Such confidential
information includes but is not limited to procedures, methods, sales
relation­ships developed while in the service of NBTB or its affiliates,
knowledge of customers and their require­ments, marketing plans, marketing
information, studies, forecasts, and surveys, competitive analyses, mailing and
marketing lists, new business proposals, lists of vendors, consul­tants, and
other persons who render service or provide material to NBTB or NBT Bank or
their affiliates, and composi­tions, ideas, plans, and methods belonging to
or related to the affairs of NBTB or NBT Bank or their affiliates,
(collectively, “Confidential Information”).  In this regard, NBTB
asserts proprietary rights in all of its Confidential Information and that of
its affiliates, except for such informa­tion as is clearly in the public
domain.  Notwithstanding the foregoing, information that would be
generally known or available to persons skilled in Executive's fields shall be
considered to be "clearly in the public domain" for the purposes of the
preceding sentence.  Executive acknowledges that in connection with
his employment with NBTB, Executive has had or may have access to such
Confidential Information, and he agrees that he will not disclose or divulge to
any third party, except as may be required by his duties hereunder, by law,
regulation, or order of a court or government authority, or as directed by NBTB,
nor shall he use to the detriment of NBTB or its affiliates or use in any
business or on behalf of any business competitive with or substantially similar
to any business of NBTB or NBT Bank or their affiliates, any Confidential
Information obtained during the course of his employment by NBTB.  In
the event that disclosure is required by law, regulation, or order of a court or
government authority, Executive agrees that as soon as practical and in any
event no later than 30 days after receiving notice that Executive is required to
make such disclosure, Executive will proved notice to the Company of such
requirement by law, order of a court or government authority.  This
Section 4(a) shall not be construed as restricting Executive from disclosing
such information to the employees of NBTB or NBT Bank or their
affiliates.  On or before the Termination Date, Executive shall
promptly deliver to NBTB any and all Confidential Information in his position,
whether tangible, electronic or intangible in form.


      
        
           


        

        
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      (b)           Executive acknowledges that in the course of employment
with NBTB, Executive has had access to and
gained knowledge of the trade secrets and
other Confidential Information of NBTB, NBT Bank, or their affiliates; has had
substantial relationships with the customers of NBTB, NBT Bank, or their
affiliates; and has performed services of special, unique, and extraordinary
value to NBTB, NBT Bank, or their affiliates.  Therefore, Executive
agrees that notwithstanding the termination of this Agreement for any reason,
from the Commencement Date until the first anniversary of the Termination Date,
the Executive shall not, directly or indirectly, on behalf of himself or any
other person or entity, without the written consent of NBTB:

      


      (i) become an officer, employee, consultant, director,
or trustee of any savings bank, savings and loan association, savings and loan
holding company, bank or bank holding company, where such position entails
providing services to such company in any city, town, or county in which NBTB or
NBT Bank or their affiliates has an office, determined as of the Termination
Date, where Executive’s position or service for such business is competitive
with or otherwise similar to any of Executive’s positions or services for NBTB
or NBT Bank;

      


      (ii) induce or solicit any customer, supplier, or agent
of NBTB, NBT Bank, or their affiliates about whom Executive has gained
Confidential Information or with whom Executive, by virtue of his/her employment
with NBTB, has established a relationship or had frequent contact, to terminate
or curtail an existing business or commercial relationship with NBTB, NBT Bank,
or their affiliates;

      


      (iii)  induce or solicit any customer or
supplier of NBTB, NBT Bank, or their affiliates about whom Executive has gained
Confidential Information or with whom Executive, by virtue of his/her employment
with NBTB, has established a relationship or had frequent contact, to provide or
purchase goods or services similar to the goods or services provided by it to or
purchased by it from NBTB, NBT Bank, or their affiliates; provided however, that
the provisions of this clause (iii) only apply to those persons or entities who
are customers or suppliers of NBTB, NBT Bank, or their affiliates as of the
Termination Date or who were customers of NBTB, NBT Bank, or their affiliates
during the one-year period prior to the Termination Date; or

      


      (iv) solicit, induce, recruit, offer employment to,
hire, or take any other action intended, or that a reasonable person acting in
like circumstances would expect, to have the effect of causing any officer or
employee of NBTB, NBT Bank, or their affiliates, to terminate his or her
employment.


      
        
           


        

        
          - 10
-

          
            

          

        

        
           


        

      


      (c)           Executive
acknowledges and agrees that irreparable injury will result to NBTB in the event
of a breach of any of the provisions of this section 4 (the "Designated
Provisions") and that NBTB will have no adequate remedy at law with respect
thereto.  Accordingly, in the event of a material breach of any
Designated Provision, and in addition to any other legal or equitable remedy
NBTB may have, NBTB shall be entitled to the entry of a preliminary and
permanent injunction (including,
without limitation, specific performance) by a court of competent jurisdiction
in Chenango County, New York, or elsewhere, to restrain the violation or breach
thereof by Executive, and Executive submits to the jurisdiction of such court in
any such action.

      


      (d)           It
is the desire and intent of the parties that the provisions of this section 4
shall be enforced to the fullest extent permissible under the laws and public
policies applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular provision of this section 4
shall be adjudicated to be invalid or unenforceable, such provision shall be
deemed amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication is
made.  In addition, should any court determine that the provisions of
this section 4 shall be unenforceable with respect to scope, duration, or
geographic area, such court shall be empowered to substitute, to the extent
enforceable, provisions similar hereto or other provisions so as to provide to
NBTB, to the fullest extent permitted by applicable law, the benefits intended
by this section 4.

      


      5.           Life
Insurance.  In light of the unusual abilities and experience of
Executive, NBTB (or NBT Bank or their affiliates) in its discretion may apply
for and procure as owner and for its own benefit insurance on the life of
Executive, in such amount and in such form as NBTB may choose.  NBTB
shall make all payments for such insurance and shall receive all benefits from
it.  Executive shall have no interest whatsoever in any such policy or
policies but, at the request of NBTB, shall submit to medical examinations and
supply such information and execute such documents as may reasonably be required
by the insurance company or companies to which NBTB has applied for
insurance.

      


      6.           Representations and
Warranties.

      


      (a)           Executive
represents and warrants to NBTB that his execution, delivery, and performance of
this Agreement will not result in or constitute a breach of or conflict with any
term, covenant, condition, or provision of any commitment, contract, or other
agreement or instrument, including, without limitation, any other employment
agreement, to which Executive is or has been a party.

      


      (b)           Executive
shall indemnify, defend, and hold harmless NBTB for, from, and against any and
all losses, claims, suits, damages, expenses, or liabilities, including court
costs and counsel fees, which NBTB has incurred or to which NBTB may become
subject, insofar as such losses, claims, suits, damages, expenses, liabilities,
costs, or fees arise out of or are based upon any failure of any
represen­tation or warranty of Executive in section 6(a) hereof to be true
and correct when made.


      
        
           


        

        
          - 11
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      7.           Notices.  All
notices, consents, waivers, or other communications which are required or
permitted hereunder shall be in writing and deemed to have been duly given if
delivered personally or by messenger, transmitted by telex or telegram, by
express courier, or sent by registered or certified mail, return receipt
requested, postage prepaid.  All communications shall be addressed to
the appropriate address of each party as follows:

      


      If to
NBTB:

      


      NBT
Bancorp Inc.

      52 South
Broad Street

      Norwich,
New York  13815

      


      Attention:         Mr.
Daryl R. Forsythe, Chairman

      


      


      With a
required copy to:

      


      Stuart G.
Stein, Esq.

      Hogan
& Hartson L.L.P.

      555
13th
Street, N.W.

      Washington,
D.C. 20004-1109

      Fax:
(202) 637-5910

      


      


      If to
Executive:

      


      Mr.
Martin A. Dietrich

      122
Serenity Drive

      Norwich,
New York  13815

      


      All such
notices shall be deemed to have been given on the date delivered, transmitted,
or mailed in the manner provided above.

      


      8.           Assignment.  Neither
party may assign this Agreement or any rights or obliga­tions hereunder
without the consent of the other party.


      
        
           


        

        
          - 12
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      9.           Governing
Law.  This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of New York, without giving
effect to the principles of conflict of law thereof.  The parties
hereby designate Chenango County, New York to be the proper jurisdic­tion
and venue for any suit or action arising out of this
Agree­ment.  Each of the parties consents to personal
jurisdic­tion in such venue for such a proceeding and agrees that it may be
served with process in any action with respect to this Agreement or the
trans­actions contem­plated thereby by certified or regis­tered
mail, return receipt requested, or to its registered agent for service of
process in the State of New York.  Each of the parties irrevocably and
uncon­ditionally waives and agrees, to the fullest extent permitted by law,
not to plead any objection that it may now or hereafter have to the laying of
venue or the convenience of the forum of any action or claim with respect to
this Agreement or the transactions contemplated thereby brought in the courts
aforesaid.

      


      10.           Entire
Agreement.  This Agreement and any other agreements expressly
incorporated by reference herein constitute the entire understanding among NBTB
and Executive relating to the subject matter hereof.  Any previous
agreements or under­stand­ings between the parties hereto or between
Executive and NBTB or any of its affiliates regarding the subject matter hereof,
including without limitation the terms and conditions of employment,
compensation, benefits, retirement, competition following employment, and the
like, are merged into and superseded by this Agreement.  Neither this
Agreement nor any provisions hereof can be modified, changed, discharged, or
terminated except by an instru­ment in writing signed by the party against
whom any waiver, change, discharge, or termination is sought.

      


      11.           Illegality;
Severability.

      


      (a)           Anything
in this Agreement to the contrary notwithstanding, this Agreement is not
intended and shall not be construed to require any payment to Executive which
would violate any federal or state statute or regulation, including without
limitation the "golden parachute payment regulations" of the Federal Deposit
Insurance Corporation codified to Part 359 of title 12, Code of Federal
Regulations.

      


      (b)           If
any provision or provisions of this Agreement shall be held to be invalid,
illegal, or unenforce­able for any reason whatsoever:

      


      (i)           the
validity, legality, and enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement contain­ing any such provision held to be invalid, illegal, or
unenforce­able) shall not in any way be affected or impaired thereby;
and

      


      (ii)           to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provisions held to be invalid, illegal, or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal, or unenforceable.

      


      12.           409A Compliance.The intent of the
parties is that payments and benefits under this Agreement comply with Code
Section 409A and the regulations and guidance promulgated thereunder and,
accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith.  In no event whatsoever
shall NBTB be liable for any additional tax, interest of penalty that may be
imposed on Executive by Code Section 409A or damages for failing to comply with
Code Section 409A.  Notwithstanding any other provision of this
Agreement to the contrary, in no event shall any payment under this Agreement
that constitutes “deferred compensation” for purposes of Code Section 409A be
subject to offset, counterclaim or recoupment by any other amount payable to the
Executive unless otherwise permitted by Code Section
409A.


      
        
           


        

        
          - 13
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      13.           Arbitration.  Subject
to the right of each party to seek specific performance (which right shall not
be subject to arbitration), if a dispute arises out of or is in any way related
to this Agreement or the asserted breach thereof, such dispute shall be referred
to arbitration before the American Arbitration Association (the "AAA") pursuant
to the AAA’s National Rules for the Resolution of Employment Disputes (the
“Arbitration Rules”).  A dispute subject to the provisions of this
section will exist if either party notifies the other party in writing that a
dispute subject to arbitration exists and states, with reasonable specificity,
the issue subject to arbitration (the "Arbitration Notice").  The
parties agree that, after the issuance of the Arbitration Notice, the parties
will try in good faith between the date of the issuance of the Arbitration
Notice and the date the dispute is set for arbitration to resolve the dispute by
mediation in accordance with Arbitration Rules.  If the dispute is not
resolved by the date set for arbitration, then any controversy or claim arising
out of this Agreement or the asserted breach hereof shall be resolved by binding
arbitration and judgment upon any award rendered by arbitrator(s) may be entered
in a court having jurisdiction.  In the event any claim or dispute
involves an amount in excess of $100,000, either party may request that the
matter be heard and resolved by a single arbitrator.  The arbitrator
shall have the same power to compel the attendance of witnesses and to order the
production of documents or other materials and to enforce discovery as could be
exercised by a United States District Court judge sitting in Chenango County,
New York.  In the event of any arbitration, each party shall have a
reasonable right to conduct discovery to the same extent permitted by the
Federal Rules of Civil Procedure, provided that discovery shall be concluded
within 90 days after the date the matter is set for arbitration.  The
arbitrator or arbitrators shall have the power to award reasonable attorneys’
fees to the prevailing party.  Any provisions in this Agreement to the
contrary notwithstanding, this section shall be governed by the Federal
Arbitration Act and the parties have entered into this Agreement pursuant to
such Act.

      


      14.           Costs of
Litigation.  In the event litigation is commenced to enforce
any of the provisions hereof, or to obtain declaratory relief in connection with
any of the provisions hereof, the prevailing party shall be entitled to recover
reasonable attorney's fees.  In the event this Agreement is asserted
in any litigation as a defense to any liability, claim, demand, action, cause of
action, or right asserted in such litigation, the party prevailing on the issue
of that defense shall be entitled to recovery of reasonable attorney's
fees.

      


      15.           Company Right to
Recover.  If the Company is
required to prepare an accounting restatement due to the material noncompliance
of the Company as a result of misconduct, with regard to any financial reporting
requirement under the securities laws, and Executive is subject to automatic
forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 and Executive
knowingly engaged in the misconduct, was grossly negligent in engaging in the
misconduct, knowingly failed to prevent the misconduct or was grossly negligent
in failing to prevent the misconduct, Executive shall reimburse the Company the
amount of any payment earned or accrued during the 12-month period following the
first public issuance or filing with the United States Securities and Exchange
Commission (whichever first occurred) of the financial document that contained
such material noncompliance.


      
        
           


        

        
          - 14
-

          
            

          

        

        
           


        

      


      Notwithstanding anything in this Agreement, if the
Company is required to prepare an accounting restatement, Executive will forfeit
any payments made based on the achievement of pre-established performance goals
that are later determined, as a result of the accounting restatement, not to
have been achieved.

      


      16.           Affiliation.  A
company will be deemed to be "affiliated" with NBTB or NBT Bank according to the
definition of "Affiliate" set forth in Rule 12b-2 of the General Rules and
Regulations under the Securi­ties Exchange Act of 1934, as
amended.

      


      17.           Headings.  The
section and subsection headings herein have been inserted for convenience of
reference only and shall in no way modify or restrict any of the terms or
provisions hereof.

      


      IN WITNESS WHEREOF, the parties hereto
executed or caused this Agreement to be executed as of the day and year first
above written.


      


      
        	 
      	
                NBT
      BANCORP INC.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /S/ Daryl R. Forsythe

              	 
      
	 
      	 
      	
                Daryl
      R. Forsythe

              	 
      
	 
      	 
      	
                Chairman

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                MARTIN
      A. DIETRICH

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	/S/ Martin A. Dietrich	 
      


      


      
        
           


        

        
          - 15
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      SEPARATION
AGREEMENT AND RELEASE

      


      I.           In
consideration of receipt and acceptance of the separation payments described in
the Employment Agreement and listed on Appendix
A between NBT BANCORP INC. (“NBTB”) and Martin A. Dietrich (“Executive”),
dated November 5, 2009 (the “Employment Agreement”), into which this Separation Agreement and Release
(“Separation Agreement”) is incorporated by reference, Executive, on behalf of
himself and his agents, heirs, executors, administrators, successors, and
assigns, unconditionally and generally releases NBTB and NBT Bank,
National Association (“NBT Bank”), their respective current and former owners,
officers, directors, parents, affiliates, subsidiaries, related entities, agents
and employees, and the heirs, executors, administrators, successors and assigns
of all of the foregoing (collectively, “Releasee”), from or in connection with,
and Executive hereby waives and/or settles, with prejudice, any and all complaints, causes of action, suits,
controversies, or any liability, claims,
demands, or damages, known or unknown and
of any nature whatsoever and which Executive ever had, now has or shall or may
have as of [                        ],
the date of this Separation Agreement including without limitation, those
arising directly or indirectly pursuant to or out of any aspect of Executive’s
employment or termination from employment
with NBTB, NBT Bank or any other Releasee.

      


      II.           Specifically,
without limitation of the foregoing, the release and waiver of claims under this
Separation Agreement shall include and apply to any rights and/or claims (i)
arising under any contract or employment arrangement, express or implied,
written or oral; (ii) for wrongful dismissal or termination of employment; (iii)
arising under any applicable federal, state, local or other statutes, laws,
ordinances, regulations or the like, or case law, that relate to employment or
employment practices and/or specifically, that prohibit discrimination based
upon age, race, religion, sex, national origin, disability or any other unlawful
bases, including without limitation, Title VII of
the Civil Rights Act of 1964, the Americans with Disabilities Act of
1990, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Civil
Rights Act of 1866, the Equal Pay Act of 1963, the Family Medical Leave
Act of 1993, the Fair Labor Standards Act, the
Employee Retirement Income Security Act of 1974, Executive Order 11246, the
Worker Adjustment and Retraining Notification Act, all as amended, and
any other statutes, orders, laws, ordinances, regulations applicable to
Employee’s employment, of any state or city in which any Releasee is subject to
jurisdiction, and/or any political subdivision thereof,; (iv) based upon any other federal, state or
local statutes, orders, laws, ordinances, regulations, case law, public policy, or common law or the
like; (v) concerning recruitment, hiring,
discharge, promotions, transfers, employment status, right to reemployment,
wages, bonus or incentive pay, severance pay, stock or stock options, employment
benefits (including, without limitation, sick or other leave, medical,
disability, life, or any other insurance, 401(k), pension, other retirement
plans or benefits, or any other fringe benefits), workers’ compensation,
intentional or negligent misrepresentation and/or infliction of emotional
distress, interference with contract, fraud, libel, slander, defamation, invasion of privacy or loss of
consortium, together with any and all tort, contract, or other claims which have
been or might have been asserted by Executive or on his behalf in any suit,
charge of discrimination, or claim against the Releasee; and (vi) for
damages, including without limitation, punitive or compensatory damages, or for
attorneys’ fees, expenses, costs, wages, injunctive or equitable
relief.


      
        
           


        

        
          - 16
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      III.           Executive
expressly understands and acknowledges that it is possible that unknown losses
or claims exist or that present losses may have been underestimated in amount or
severity, and Executive explicitly took that into account in determining the
amount of consideration to be paid for the giving of the release in this
Separation Agreement, and a portion of said consideration and the mutual
covenants were given in exchange for a full satisfaction and discharge of such
claims.

      


      IV.           Executive
and NBT Bank acknowledge that the above release and waiver of claims shall not
apply to the obligation of NBT Bank to make payments (if any) of any vested
benefit under NBT Bank’s tax-qualified
employee benefit plans nor to Executive’s right to continue healthcare insurance
under the provisions of the Consolidated Omnibus Budget Reconciliation Act of
1985.

      


      V. 
          Executive represents
and warrants that he has not filed or commenced any complaints, claims, actions
or proceeding of any kind against any Releasee with any federal, state or local
court or any administrative or regulatory body.  Except for
Executive’s right to bring a proceeding pursuant to the Older Workers Benefit
Protection Act to challenge the release of claims in this Separation Agreement,
and consistent with the EEOC Enforcement Guidance On Non-Waivable Employee
Rights Under EEOC-Enforced Statutes dated April 11, 1997, and otherwise to the
fullest extent permitted by law, Executive agrees not to commence or participate
as a party in any proceeding in any court or forum against any Releasee which is
based upon any act, omission or occurrence up to and including the date of the
execution of this Separation Agreement.  Executive further agrees not
to encourage or participate in any action or proceeding brought by any person
(except a government agency) against any Releasee.  In the event any
government agency seeks to obtain any relief on behalf of Executive with regard
to any claim released by Executive, Executive agrees not to accept any relief or
award from such proceeding.

      


      VI.           This
Separation Agreement is not and shall not be construed as an admission by any
Releasee or Executive of any wrongdoing or illegal acts or omissions and each
party expressly denies that they engaged in any wrongdoing or illegal or acts or
omissions.  Executive shall not, except as may be required by law,
make any oral or written negative, disparaging or adverse statements,
suggestions or representations of or concerning NBT Bank or any
Releasee.

      


      VII.           Executive
agrees to cooperate reasonably with and to be readily available to NBT Bank to
assist in any matter, including government agency investigations, court
litigation or potential litigation, about which Executive may have
knowledge.  If Executive receives a subpoena or other legal process
relating in any way to same, Executive immediately will provide NBT Bank notice
of the contact or the service of such subpoena or other legal process, and shall
cooperate with NBT Bank in responding.

      


      VIII.          Except
as prohibited by law, each Releasee shall be excused from any obligation to make
payment of the separation payments in the
Employment Agreement in the event that  paragraphs I through IV of
this Separation Agreement are determined to be void or unenforceable, in whole
or in part; or Executive is found to have made a material misstatement in any
term, condition, representation or acknowledgement in this Separation Agreement,
in either of which event Executive shall also be liable for any damages and
costs suffered or incurred by any Releasee by reason of such misstatement or
breach.


      
        
           


        

        
          - 17
-

          
            

          

        

        
           


        

      


      IX.          This
Separation Agreement shall be incorporated by reference into the Employment
Agreement and shall be made a part thereof.

      


      X.           Executive
agrees and acknowledges that:

       

      (a) With respect to the General Release in Section II
hereof, Executive agrees and understands that he is specifically releasing all
claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. §
621 et seq.  Executive acknowledges that he has read and understands
this Agreement and executes it voluntarily and without
coercion;

      


      (b)  Executive has been advised by NBT
Bank to consult with an attorney before executing this Separation Agreement and
has been given twenty-one (21) days to
review this Separation Agreement and to consider whether to sign this Separation
Agreement.  Executive may elect to sign
this Separation Agreement prior to the expiration of the twenty-one day
consideration period specified herein, and Executive agrees that if he elects to
do so, such election is knowing and voluntary and comes after full opportunity
to consult with an attorney;

       

      (c)   Executive has the right to
revoke this Separation Agreement within the seven (7) day period following the
date Executive signs this Separation Agreement (the “Revocation Period”) and any
revocation shall be made by providing a signed notice in writing, delivered
personally or by fax to the Human Resources Director at NBT Bancorp, 52 South
Broad Street, Norwich, New York, 13815 no later
than 5:00 p.m. on the seventh calendar day following his execution of this
Separation Agreement;

      


      (d)  This Separation Agreement will not
be effective or enforceable, and the separation payments under the Employment
Agreement are not required and shall not be delivered or paid, until Executive
has delivered a signed, notarized original of this Separation Agreement to the
Human Resources Director at NBT Bancorp, 52 South Broad Street, Norwich, New
York, 13815 and the Revocation Period has expired without revocation of this
Separation Agreement.  It is not
necessary that any Releasee sign this Separation Agreement following Executive’s
full and complete execution of it for it to become fully effective and
enforceable;

       

      (e) Executive relied solely on his own judgment and/or
that of this attorney regarding the consideration for and the terms of this
Separation Agreement and is signing this Separation Agreement knowingly and
voluntarily of his own free will;

       

      (f) Executive is not entitled to the separation payments
under the Employment Agreement unless he agrees to and honors the terms of the
terms of this Separation Agreement; and

       

      (g) Executive has read and understands this Separation
Agreement and further understands that, subject to the limitations contained
herein, it includes a general release of any and all known and unknown, foreseen
or unforeseen claims presently asserted or otherwise arising through the date of
his singing of this Separation Agreement that he may have against any
Releasee.


      
        
           


        

        
          - 18
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      XI.
           Executive
understands all of the terms of this Separation Agreement, and agrees that such
terms are fair, reasonable and are not the result of any
fraud, duress, coercion, pressure or undue influence exercised by or on behalf
of any Releasee; and Executive has agreed to and entered into this Separation
Agreement and all of its terms, knowingly, freely and voluntarily.

      


      XII.           There are no other agreements of any nature between any
Releasee and Executive with respect to the matters discussed in this Separation
Agreement with respect to the matters discussed in this Separation Agreement,
except as expressly stated herein, and in signing this Separation Agreement,
Executive is not relying on any agreements or representation, except those
expressly contained in this Separation Agreement.

      


      XIII.          This Separation Agreement shall be governed by the laws
of New York, excluding the choice of law rules thereof.

      


                 IN WITNESS WHEREOF, the
parties hereto have executed this Separation Agreement.

      


      


      


      
        	
                 

              	 
      	
                Date

              	 
      
	
                Martin
      A. Dietrich

              	 
      	 
      	 
      


      

      


      STATE OF
NEW
YORK             )

                                                    :  ss.:

      COUNTY
OF                                )

      


                            On
the ____ day of _________, 20__, personally came Martin A. Dietrich and being
duly sworn, acknowledged that he is the person described in and who executed the
foregoing Separation Agreement and acknowledged that he executed
same.

      


      


      
        	 
      	 
      
	 
      	
                Notary
      Public

              


      

      


      


      NBT
BANCORP, INC.

      


      
        	
                By:

              	 
      	 
      	
                Date:

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          - 19
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      Appendix A

      


      [Separation Payments]

      
         

        - 20 -