ex10_6.htm


    

    
      Exhibit
10.6

      


      FIRST
AMENDMENT TO SPLIT-DOLLAR AGREEMENT

      


      


      THIS AGREEMENT dated November 5, 2009
(the “First Amendment”) amends that certain SPLIT DOLLAR
AGREEMENT  (the “Split Dollar Agreement”) that was made and entered
into as of the 1st day
of May, 2009 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 (collectively, the “Bank”), and NBT BANK, N.A., a corporate
trustee, residing in the State of New York (the “Trustee”), for the Martin
A. Dietrich Irrevocable Life Insurance Trust No. 1 (the “Trust”).

       

      W I T N E
S S E T H:

      


      WHEREAS, the Bank and the
Trust entered into the Split Dollar Agreement; and

      


      WHEREAS, the Bank and the
Trust desire to clarify the provisions of the Split Dollar Agreement concerning
termination of the Split Dollar Agreement;

      


      WHEREAS, Section 9 of the
Split Dollar Agreement provides that it may not be amended, altered or modified,
except by a written instrument signed by the Bank and the Trust, or their
respective successors or assigns.

      


      NOW, THEREFORE, in
consideration of the mutual promises of the parties hereto, and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

      


      1.           Effective
on the date hereof, Section 6 of the Split Dollar Agreement is deleted in its
entirety and replaced with the following:

       

      6.           Termination of the Agreement During
the Employee’s Lifetime.

       

      (a) 
This Agreement may be terminated at any time while the Employee is living by a
written instrument signed by the Bank and the Trustee.

       

      (b)  The
Bank may unilaterally terminate this Agreement while the Employee is living by
written notice to the Trustee at any time after the Employee has ceased to be
(i) both the President and Chief Executive Officer of the Bank and (ii) a member of
the Board of the Bank, subject to subsection 6(c), below.

       

      (c)   The
terms of subsection 6(b), above, notwithstanding, if the cessation of the
Employee’s employment as President and/or Chief Executive Officer of the Bank or
Employee’s Board membership is due to disability (as defined pursuant to the
Bank’s Long-Term Disability Plan), the Bank may not unilaterally terminate this
agreement, but this Agreement shall continue in force until the earliest to
occur of the following: (i) Employee reaching age 65, (ii) the Employee electing
to receive his qualified retirement plan benefits or (iii) his ineligibility for
benefits under the Bank’s Long-Term Disability Plan.  If at the
occurrence of the first of these events the Employee is eligible to begin
receiving benefits hereunder, this Agreement will continue and the Employee
shall then receive benefits in accordance with the terms of this Plan. If, on
the other hand, the Employee is not otherwise eligible to receive benefits
hereunder, this Agreement shall terminate at that time unless the Employee
thereupon returns to employment as the President and Chief Executive Officer of
the Bank or as a member of the Board of Directors of the Bank, which shall
continue the Agreement in full force.

       

      
        
          
          

        

        
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      (d) 
In any event, upon termination of this Agreement pursuant to this Section 6, the
Bank cannot assign, transfer, convey or sell the Policy to the Employee or any
agent of the Employee for the Employee’s behalf.

       

      2.           All
other terms of the Split Dollar Agreement remain in full force and
effect.

      


      IN WITNESS WHEREOF, the
parties hereto have executed this First Amendment, in duplicate, as of the day
and year first above written.

       

      
        	 
      	
                NBT
      Bancorp Inc.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                NBT
      Bank, N.A.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	
                NBT
      Bank, N.A., as Trustee

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Title:

              	 
      


      

       

    

     

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