ex10_5.htm


    

    Exhibit
10.5

    
      


      


      


      


      DATE

      


      


      


      DATE

      ADDRESS

      


      Dear
___________:

      


      NBT Bancorp Inc. (which, together with
its wholly-owned subsidiary, NBT Bank, National Association, is referred to as
the "Company") considers the stability of its key management group to be
essential to the best interests of the Company and its
share­holders.  The Company recognizes that, as is the case with
many publicly-held corporations, the possibility of a change in control may
arise and that the attendant uncertainty may result in the departure or
distraction of key management personnel to the detriment of the Company and its
shareholders.

      


      Accordingly, the Board of Directors of
the Company (the "Board") has determined that appropriate steps should be taken
to encourage members of the Company's key management group to continue as
employees notwithstanding the possibility of a change in control of the
Company.

      


      The Board also believes it important
that, in the event of a proposal for transfer of control of the Company, you be
able to assess the proposal and advise the Board without being influenced by the
uncertainties of your own situation.

      


      In order to induce you to remain in the
employ of the Company, this agreement (“the Agreement”), which has been approved
by the Board, sets forth the severance compensation that the Company agrees will
be provided to you in the event your employment with the Company terminated
subsequent to a “change in control” of the Company under the circumstances
described below.

      


      1.           Agreement to Provide
Services; Right to Terminate.

      


      (a)           Termination Prior to Certain
Offers.  Except as otherwise provided in paragraph (b) below,
or in any written employment agreement between you and the Company, the Company
or you may terminate your employment at any time.  If, and only if,
such termination occurs after a "change in control of the Company" (as defined
in section 6), the provisions of this Agreement regarding the payment of
severance compensation and benefits shall apply.   A termination
of employment 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, references to a “termination,” “termination of
employment” or like terms shall mean “separation from service.”


      
        
           


        

        
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      (b)           Termination Subsequent to
Certain Offers.  In the event a tender offer or exchange offer
is made by a "person" (as defined in section 6) for more than 30 percent of the
combined voting power of the Company's outstanding securities ordinarily having
the right to vote at elections of directors ("Voting Securities"), including
shares of common stock, no par value, of the Company (the "Company Shares"), you
agree that, notwithstanding the terms of any written employment agreement you
may have with the Company, you will not leave the employ of the Company (other
than as a result of Disabil­ity as such term is defined in section 6 and
will render services to the Company in the capacity in which you then serve
until such tender offer or exchange offer has been abandoned or terminated or a
change in control of the Company has occurred as a result of such tender offer
or exchange offer.  If, during the period you are obligated to
continue in the employ of the Company pursuant to this section 1(b), the Company
reduces your compensation, terminates your employment without Cause, or you
provide written notice of your decision to terminate your employment for Good
Reason (all as defined herein), your obligations under this section 1(b) shall
thereupon terminate and you will be entitled to payments provided under Section
3(b).

      


      2.           Term of
Agreement.  This Agreement shall commence on the date hereof
and shall continue in effect until DATE; provided, however, that commencing DATE
and each DATE thereafter, the remaining term of this Agreement shall
auto­mati­cally be extended for one additional year (to a total of three
years) unless at least 90 days prior to such anniversary, ­the Company or
you shall have given notice that this Agree­ment shall not be ex­tended;
and provided, however, that if a change in control of the Company shall occur
while this Agree­ment is in effect, this Agree­ment shall
auto­mati­cally be extended for 24 months from the date the change in
control of the Company occurs.  This Agreement shall terminate if you
or the Compa­ny termi­nates your employ­ment for any reason,
including any reasons provided for under the terms of any written employment
agreement you may have with the Company, prior to a change in control of the
Company but without preju­dice to any remedy the Company may have for breach
of your obligations, if any, under section 1(b).

      


      3.           Severance Payment and
Benefits If Termination Occurs Following Change in Control for Disability,
Without Cause, With Good Reason Within 24 Months or Without Good Reason within
12 Months of the Change.  If, (I) within 24 months from the
date of occurrence of any event constituting a change in control of the Company
(it being recognized that more than one such event may occur in which case the
24-month period shall run from the date of occurrence of each such event), your
employment with the Company is terminated (i) by the Company for Disability,
(ii) by the Company without Cause, or (iii) by you with Good Reason (as defined
in section 6), or (II) within 12 months from the date of occurrence of any event
constituting a change in control of the Company (it being recognized that more
than one such event may occur in which case the 12-month period shall run from
the date of occurrence of each such event) you terminate your employment either
with or without Good Reason, you shall be entitled to a sever­ance payment
and other benefits as follows:


      
        
           


        

        
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      (a)           Disability.  If
your employment with the Company is terminated for Disability, your benefits
shall thereafter be determined in accordance with the Company's long-term
disability income insurance plan.  If the Company's long-term
disability income insurance plan is modified or terminated following a change in
control, the Company shall substitute such a plan with benefits applicable to
you substantially similar to those provided by such plan prior to its
modification or termination.  During any period that you fail to
perform your duties hereunder as a result of incapacity due to physical or
mental illness, you shall continue to receive your full base salary at the rate
then in effect until your employment is termi­nated by the Company for
Disability.

      


      (b)           Termination Without Cause or
With Good Reason Within 24 Months of Change in Control or Without Good Reason
within 12 Months of the Change in Control.  If your employment
with the Company is terminated without Cause by the Company or with Good Reason
by you within 24 months of a change in control, or by you within 12 months of a
change in control of the Company without Good Reason, then, in consideration for
your covenant not to compete and other post-termination obligations, the Company
shall pay to you, upon demand, the following amounts (net of applicable payroll
taxes and other required withholding):

      


      (i)           Your
full base salary through the Date of Termination at the rate in effect on the
date the change in control of the Company occurs plus year-to-date ac­crued
vacation.

      


      (ii)           As
severance pay, an amount equal to the product of 2.99 multiplied by the greater
of (A) the sum of your annualized salary for the calendar year in which the
change in control of the Company occurs, the maximum bonus that could have been
paid to you for such year if all applicable targets and objectives had been
achieved, or if no formal bonus program is in effect, the largest bonus amount
paid to you during any one of the three preceding calendar years, and other
annualized amounts that constitute taxable income to you from the Company for
such year, without reduction for salary reduction amounts excludible from income
under Code Sections 402(e)(3) or 125, or (B) your average "Compensation" (as
defined below) for the three calendar years preceding the calendar year in which
the change in control of the Company occurs.  As used in this
subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, and
any other amounts that constitute taxable income to you from the Company,
without reduction for salary reduction amounts excludible from income under Code
Sections 402(e)(3) or 125.


      
        
           


        

        
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      (c)           Related
Benefits.  Unless you die or your employment is terminated by
the Company for Cause or Disability, or by you other than for Good Reason and
not within 12 months after a change in control of the Company, (i) the Company
shall maintain in full force and effect, for your continued benefit and, if
applicable, for the continued benefit of your spouse and family, for three years
after the Date of Termina­tion, or such longer period as may be provided by
the terms of the appropriate plan, all noncash employee benefit plans, programs,
or arrangements (including, without limitation, pension and retirement plans and
arrangements, life insurance and health, dental and vision insurance plans, but
excluding disability or accidental death and dismemberment insurance) in which
you were entitled to participate immediately prior to the Date of Termination,
as in effect at the Date of Termination, or, if more favorable to you and, if
applicable, your spouse and family, as in effect generally at any time
thereafter with respect to executive employees of the Company or any successor;
provided that your continued eligibility for and participation in such plans,
programs, and arrangements is possible after Termination under the general terms
and provisions of such plans, programs, and arrangements; provided, however,
that if you become eligible to participate in a benefit plan, program, or
arrangement of another employer which confers substantially similar benefits
upon you, you shall cease to receive benefits under this subsection in respect
of such plan, program, or arrange­ment; provided, further, that for health
benefits that extend beyond the COBRA limitation period, the Company shall pay
you an amount equal to the benefits that you would have received under this
Section 3(c) without regard to such limitation, and (ii) your benefit under any
supplemental retirement agreement supplemental retirement plan or any retirement
plans maintained by the Company in which you are a participant shall be fully
vested upon such termination of your employment, and your benefit under such
agreement or plan shall be determined as if you had continued to be employed by
the Company for three additional years (or the period after which the maximum
benefit payable is attained, if less) and if your annual compensation for
purposes of such agreement or plan during such period of additional employment
had been equal to the amount specified in Section 3(b)(ii)(A) or (B), whichever
is higher.  In the event that your participation in any such plan,
program, or arrangement is not possible after Termination under the general
terms and provisions of such plans, programs, and arrangements, the Company
shall arrange to provide you with benefits substantially similar to those which
you are entitled to receive under such plans, programs and arrangements or
alternatively, pay an amount equal to the reasonable value of such substantially
similar benefits.  If, after termination of employment following a
change in control of the Company, under this Section 3, you elect or, if
applicable, your spouse or family elects, COBRA continuation coverage, the
Company will pay the applicable COBRA premium for the maximum period during
which such coverage is available.  If termination follows a change in
control of the Company specified in Section 6(b)(iii), then you and, if
applicable, your spouse and family may elect in lieu of COBRA continuation
coverage to have the acquiring entity obtain an individual or group health
insurance coverage and the acquiring entity will pay premiums thereunder for the
maximum period during which you and, if applicable, your spouse and family could
have elected to receive COBRA continuation coverage.

      


      (d)           Establishment of
Trust.  Within five days following conclusion of a change in
control of the Company, the Company shall establish a trust that conforms in all
regards with the model trust published in Revenue Procedure 92-64 and deposit an
amount sufficient to satisfy all liabilities of the Company under Section 3(b)
of this Agreement.

      


      (e)           Installment
Payout.  The amounts described in this subsection will be paid
to you in equal annual payments with the first payment to be made within 30 days
of your termination and the subsequent payments to be made by January 1 of each
year subsequent to the year in which the first payment is made, provided that
under no circumstances will two payments be made during a single tax year of the
recipient.


      
        
           


        

        
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      4.           Payment If Termination
Occurs Following Change in Control, Because of Death, For Cause, or Without Good
Reason and not within 12 Months of the Change in Control.  If
your employment shall be terminated following any event constitut­ing a
change in control of the Company because of your death, or by the Company for
Cause, or by you other than for Good Reason and not within 12 months after a
change in control of the Company, the Company shall pay you your full base
salary through the Date of Termination at the rate in effect on the date the
change in control of the Company occurs plus year-to-date accrued
vacation.  The Company shall have no further obligations to you under
this Agreement.

      


      5.           No
Mitigation.  You shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, nor, except as express­ly set forth herein, shall the amount of
any payment provided for in this Agreement be reduced by any compensation earned
by you as the result of employment by another employer after the Date of
Termination, or otherwise except to the extent provided in Section 3(c) of this
Agreement.

      


      6.           Definitions of Certain
Terms.  For the purpose of this Agreement, the terms defined in
this section 6 shall have the meanings assigned to them herein.

      


      (a)           Cause.  Termination
of your employment by the Company for "Cause" shall mean termination because,
and only because, you committed an act of fraud, embezzle­ment, or theft
constituting a felony or an act intention­ally against the interests of the
Company which causes the Company material injury.  Notwithstanding the
foregoing, you shall not be deemed to have been terminat­ed for Cause unless
and until there shall have been delivered to you a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held for the
purpose (after reasonable notice to you and an opportunity for you, together
with your counsel, to be heard before the Board), finding that in the good faith
opinion of the Board you were guilty of conduct constituting Cause as defined
above and specify­ing the particulars thereof in detail.

      


      (b)           Change in Control of the
Company.  A "change in control of the Company" shall
mean:

      


      (i)           A
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A as in effect on the date hereof
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"); provided
that, without limitation, such a change in control shall be deemed to have
occurred at such time as any Person hereafter becomes the "Beneficial Owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30
percent or more of the combined voting power of the Company's Voting
Securi­ties; or

      


      (ii)           During
any period of two consecutive years, individuals who at the beginning of such
period constitute the Board cease for any reason to con­stitute at least a
majority thereof unless the election, or the nomination for election by the
Company's shareholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period; or


      
        
           


        

        
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      (iii)           There
shall be consummated (x) any consoli­dation or merger of the Company in
which the Compa­ny is not the continuing or surviving corporation or
pursuant to which Voting Securities would be converted into cash, securities, or
other property, other than a merger of the Company in which the holders of
Voting Securities immediately prior to the merger have the same
propor­tionate ownership of common stock of the surviving corporation
immedi­ately after the merger, or (y) any sale, lease, exchange, or other
transfer (in one transaction or a series of related transac­tions) of all,
or sub­stantially all of the assets of the Company, pro­vided that any
such consolidation, merger, sale, lease, exchange or other transfer consummated
at the insistence of an appropriate banking regulatory agency shall not
constitute a change in control of the Company; or

      


      (iv)           Approval
by the shareholders of the Company of any plan or proposal for the liquidation
or dissolution of the Company.

      


      (c)           Date of
Termination.  "Date of Termination" shall mean (i) if your
employment is terminated by the Company for Disability, 30 days after Notice of
Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such 30-day period), and
(ii) if your employment is terminated for any other reason, the date on which a
Notice of Termination is given; provided that if within 30 days after any Notice
of Termination is given the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties or by a final judg­ment, order,
or decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfect­ed).  The term of
this Agreement shall be extended until the Date of Termination.

      


      (d)           Disability.  Termination
of your employment by the Company for "Disability" shall mean termination
because of your inability to perform your duties, by reason of any medically
determinable physical or mental impairment that can be expected to results in
death or can be expected to last for a continuous period of not less than 12
months.

      


      (e)           Good
Reason.  Termination by you of your employment for "Good
Reason" shall mean termination based on any of the following:

      


      (i)           A
change in your status or position(s) with the Company, which in your reasonable
judgment, does not represent a promotion from your status or position(s) as in
effect immediately prior to the change in control of the Company, or a change in
your duties or responsibili­ties which, in your reasonable judgment, is
inconsis­tent with such status or position(s), or any removal of you from,
or any failure to reappoint or reelect you to, such position(s), except in
connection with the termination of your employment for Cause or Disability or as
a result of your death or by you other than for Good Reason.


      
        
           


        

        
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      (ii)           A
reduction by the Company in your base salary as in effect immediately prior to
the change in control of the Company.

      


      (iii)           The
failure by the Company to continue in effect any Plan (as hereinafter defined)
in which you are participat­ing at the time of the change in control of the
Company (or Plans providing you with at least substantial­ly similar
benefits) other than as a result of the normal expiration of any such Plan in
accordance with its terms as in effect at the time of the change in control of
the Company, or the taking of any action, or the failure to act, by the Company
which would adversely affect your continued participation in any of such Plans
on at least as favorable a basis to you as is the case on the date of the change
in control of the Company or which would materially reduce your benefits in the
future under any of such Plans or deprive you of any material benefit enjoyed by
you at the time of the change in control of the Company.

      


      (iv)           The
failure by the Company to provide and credit you with the number of paid
vacation days to which you are then entitled in accordance with the Company's
normal vacation policy as in effect immediately prior to the change in control
of the Company.

      


      (v)           The
Company's requiring you to be based anywhere other than where your office is
located immediately prior to the change in control of the Company except for
required travel on the Company's business to an extent substantially consistent
with the business travel obligations which you undertook on behalf of the
Company prior to the change in control of the Company.

      


      (vi)           The
failure by the Company to obtain from any successor the assent to this Agreement
contemplated by section 8 hereof.

      


      (vii)           Any
purported termination by the Company of your employment which is not effected
pursuant to a Notice of Termina­tion satisfying the requirements of this
Agree­ment; and for purposes of this Agreement, no such purported
termination shall be effective.

      


      (viii)           Any
refusal by the Company to continue to allow you to attend to matters or engage
in activities not directly related to the business of the Company which, prior
to the change in control of the Company, you were permitted by the Board to
attend to or engage in.

      


      For
purposes of this subsection, "Plan" shall mean any compensation plan such as an
incentive or stock option plan or any employee benefit plan such as a thrift,
pension, profit sharing, medical, disability, accident, life insurance plan, or
a relocation plan or policy or any other plan, program, or policy of the Company
intended to benefit employees.

      


      (f)           Notice of
Termination.  A "Notice of Termination" of your employment
given by the Company shall mean a written notice given to you of the termination
of your employment which shall indicate the specific termination provision in
this Agreement relied upon, and shall set forth in reasonable detail the facts
and circumstanc­es claimed to provide a basis for termination of your
employment under the provision so indicat­ed.


      
        
           


        

        
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      (g)           Person.  The
term "Person" shall mean and include any individual, corporation, partnership,
group, association, or other "person," as such term is used in section 14(d) of
the Exchange Act, other than the Company or any employee benefit plan(s)
sponsored by the Company.

      


      7.           Notice.  For
the purposes of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States certified or registered mail,
return receipt requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement, provided that all notices to the
Company shall be directed to the attention of the Chief Executive Officer of the
Company with a copy to the Secretary of the Company, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon
receipt.

      


      8.           Successors; Binding
Agreement.

      


      (a)           This
Agreement shall inure to the benefit of, and be binding upon, any corporate or
other successor or assignee of the Company which shall acquire, directly or
indirectly, by merger, consolida­tion or purchase, or otherwise, all or
substantially all of the business or assets of the Company.  The
Company shall require any such successor, by an agreement in form and substance
satisfactory to you, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent as the Company would be required to
perform if no such succession had taken place.

      


      (b)           This
Agreement shall inure to the benefit of and be enforce­able by your personal
or legal representatives, execu­tors, adminis­trators, successors,
heirs, distributees, devisees and legatees.  If you should die while
any amount would still be payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee, or other designee or,
if there is no such designee, to your estate.

      


      9.           Increased Severance Payments
Upon Application of Excise Tax.

      


      (a)           Adjustment of
Payment.  In the event any payments or benefits you become
entitled to pursuant to this Agreement or any other payments or benefits
received or to be received by you in connec­tion with a change in control or
your termination of employment (whether pursuant to the terms of any other
agreement, plan, or arrangement, or otherwise, with the Company, any person
whose actions result in a change in control or any person affiliat­ed with
the Company or such person) (collective­ly the "Severance Payments") will be
subject to the tax (the "Excise Tax") imposed by Code Section 4999, the Company
shall pay you an additional amount (the "Gross-Up Payment") so that the net
amount retained by you, after deduction of the Excise Tax (but before deduction
for any federal, state or local income tax) on the Severance Payments and after
deduction for the aggregate of any federal, state, or local income tax and
Excise Tax upon the Gross-Up Payment, shall be equal to the Severance
Payments.  Notwithstanding the foregoing, if the Severance Payments do
not exceed three (3) times your “base amount” as defined within Code Section
280G (“Section 280G”) by at least $50,000, then the Company will not pay the
Gross-Up Payment, and the payments due under this Agreement shall be reduced so
that the Severance Payments would not result in the imposition of an excise tax
under Code Section 4999.  The payment reduction contemplated by the
preceding sentence shall be implemented by determining the “Parachute Payment
Ratio” (as defined below) for each “parachute payment” within the meaning of
Section 280G, and then reducing the “parachute payments” in order beginning with
the “parachute payment” with the highest Parachute Payment Ratio.  For
“parachute payments” with the same Parachute Payment Ratio, such “parachute
payments” shall be reduced based on the time of payment of such “parachute
payments” with amounts having later payment dates being reduced
first.  For “parachute payments” with the same Parachute Payment ratio
and the same time of payment, such “parachute payments” shall be reduced on a
pro rata basis (but not below zero) prior to reducing “parachute payments” with
a lower Parachute Payment Ratio.  For purposes hereof, the term
“Parachute Payment Ratio” shall mean a fraction the numerator of which is the
value of the applicable “parachute payment” for purposes of Section 280G and the
denominator of which is the intrinsic value of such “parachute
payment.”


      
        
           


        

        
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      For
purposes of determining whether any of the Severance Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (i) the entire amount of the
Severance Payments shall be treated as "parachute payments" within the meaning
of Code section 280G(b)(2) and as subject to the Excise Tax, unless and to the
extent, in the written opinion of outside tax counsel selected by the Company's
independent accoun­tants and reasonably acceptable to you, such payments (in
whole or in part) are not subject to the Excise Tax; and (ii) the value of any
noncash benefits or any deferred payment or benefit (constituting a part of the
Severance Payments) shall be determined by the Company's independent auditors in
accordance with the principles of Code sections 280G(d)(3) and
(4).  For purposes of determining the amount of the Gross-Up Payment,
you shall be deemed to pay federal income taxes at the highest marginal rate of
the federal income taxation applicable to individuals (without taking into
account surtaxes or loss or reduction of deductions) for the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rates of taxation in the state and locality of your residence
on the date of Termination.  In the event that the amount of Excise
Tax you are required to pay is subsequently determined to be less than the
amount taken into account hereunder, you shall repay to the Company promptly
after the time that the amount of such reduction in Excise Tax is finally
determined the amount of the reduction, together with interest on the amount of
such reduction at the rate of 6 percent per annum from the date of the Gross-Up
Payment, plus, if in the written opinion of outside tax counsel selected by the
Company's independent accountants and reasonably acceptable to you, such payment
(or a portion thereof) was not taxable income to you when reported or is
deductible by you for federal income tax purposes, the net federal income tax
benefit you actually realize as a result of making such payment pursuant to this
sentence.  In the event that the amount of Excise Tax you are required
to pay is subsequently determined to exceed the amount taken into account
hereunder, the Company shall make an additional Gross-Up Payment in the manner
set forth above in respect of such excess (plus any interest, additions to tax,
or penalties payable by you with respect to such excess) promptly after the time
that the amount can be reasonably determined.


      
        
           


        

        
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      (b)           Time of Payment: Estimated
Payment.  The payments provided for in subsection (a) above,
shall be made not later than the fifth business day following the Date of
Termination; provided, however, that if the amounts of such payments cannot be
finally determined on or before such day, the Company shall pay to you on such
day an estimate, as determined in good faith by the Company, of the minimum
amount of such payments, and shall pay the remainder of such payments (together
with interest at the rate of 6 percent per annum) as soon as the amount thereof
can be determined.  In the event that the amount of the estimated
payments exceeds the amount subse­quently determined to have been due, such
excess shall constitute a loan by the Company to you, payable on the fifth day
after demand by the Company (together with interest at the rate of 6 percent per
annum).

      


      10.           Delay for Specified
Employees.  Notwithstanding any other payment schedule provided
herein to the contrary, if you are deemed on the Date of Termination 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 your “separation from service”, and
(B) the date of your 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 you 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

      


                            (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, you shall pay the cost of such benefits during the Delay
Period, and the Company shall reimburse you, 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 you, 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.

      


      11.           Miscellaneous.  No
provision of this Agreement may be modified, waived, or discharged unless such
modification, waiver, or discharge is agreed to in a writing signed by you and
the Chief Executive Officer or President of the Company.  No waiver by
either party hereto at any time of any breach by the other party hereto of, or
of compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same, or at any prior or subsequent, time.  No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement.  The validity,
interpretation, construction, and performance of this Agreement shall be
governed by laws of the State of New York without giving effect to the
principles of conflict of laws thereof.


      
        
           


        

        
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      12.           Legal Fees and
Expenses.  The Company shall pay or reimburse any reasonable
legal fees and expenses you may incur in connection with any legal action to
enforce your rights under, or to defend the validity of, this Agreement,
provided that you ultimately prevail on a substantial claim in connection with
such action.  The Company will pay or reimburse such legal fees and
expenses on a regular, periodic basis upon presentation by you of a statement or
statements prepared by your counsel in accordance with its usual
practices.  All expenses and reimbursements under this Agreement shall
be made on or prior to the last day of the taxable year following the taxable
year in which you incurred such expenses (provided that if any such
reimbursements constitute taxable income to you, 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.

      


      13.           Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

      


      


      14.           Illegality.  Anything
in this Agreement to the contrary notwithstanding, this Agreement is not
intended and shall not be construed to require any payment to you 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.

      


      15.   Code Section 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 the Company be liable for any
additional tax, interest or penalty that may be imposed on you 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 you unless otherwise
permitted by Code Section 409A.


      
        
           


        

        
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      16.   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 you are subject to automatic forfeiture under Section
304 of the Sarbanes-Oxley Act of 2002 and you 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, you 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.

      


      Notwithstanding
anything in this Agreement, if the Company is required to prepare an accounting
restatement, you 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.

      


      If this letter correctly sets forth our
agreement on the subject matter hereof, kindly sign and return to the Company
the enclosed copy of this letter, which will then constitute our agreement on
this subject.

      


      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      	 
      
	 
      	
                NBT
      BANCORP INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                AGREED
      TO:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 	 	 
      
	 
      	
                EMPLOYEE

              


      

       

    

     

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