EXHIBIT 10.15
       Restricted Stock Agreement between NBT BANCORP INC. and (Director).



                                     51

<PAGE>


                           RESTRICTED STOCK AGREEMENT
                                     BETWEEN
                         NBT BANCORP INC. AND (DIRECTOR)


     AGREEMENT  made as of  January  1, 2000 by and  between  NBT  Bancorp  Inc.
("Company") and [name of director] ("Participant"):

     WHEREAS,  the  Participant  is a  Director  of the  Company  and,  as such,
receives an annual retainer fee in addition to fees for meeting attendance.  The
Company and  Participant  agree that the  Participant is entitled to receive the
retainer fee in Company Stock subject to the conditions specified below.

     THEREFORE,  in consideration of the mutual promises and covenants contained
herein, it is hereby agreed as follows:

1.   AWARD OF SHARES.
Under the terms of this  Agreement,  the Company has awarded the  Participant  a
Restricted stock award on January 1, 2000 ("Award Date"), covering 190 shares of
NBT Bancorp  Inc.  Common  Stock,  with a fair market  value equal to  $3,008.27
(annual director's retainer),  subject to the terms, conditions and restrictions
set forth in this agreement.

2.   AWARD RESTRICTIONS.
The shares covered by restricted  stock award shall vest in accordance  with the
schedule set forth below:

     Full Years Elapsed from Award Date                  Percent Vested
     ----------------------------------                  --------------
                    1                                          33%
                    2                                          66%
                    3                                         100%

Upon the  vesting  of any part of the  restricted  stock  award by virtue of the
lapse of the  restriction  period  set  forth  above or under  Section 4 of this
Agreement,  the Company shall cause a stock  certificate  covering the requisite
number  of  shares  in the name of the  Participant  or  beneficiary(ies)  to be
distributed   within  30  days  after  vesting.   Upon  receipt  of  such  stock
certificate(s),  the Participant or beneficiary(ies) are free to hold or dispose
of such certificate at will.


                                     52

<PAGE>



During the restriction  period, the shares covered by the restricted stock award
not already  vested are not  transferable  by the  Participant by means of sale,
assignment, exchange, pledge, or otherwise. However, the restriction period will
lapse upon a change of ownership  control within the meaning of Internal Revenue
Code  ss.368(c)  of Company or NBT  Bancorp  Inc.  The lapse of the  restriction
period will cause the restricted stock award to be fully vested.

3.   STOCK CERTIFICATES.
The  stock  certificate(s)  evidencing  the  restricted  stock  award  shall  be
registered  in the  name  of the  Participant  as of the  Award  Date.  Physical
possession  or custody of such stock  certificate(s)  shall be  retained  by the
Company until such time as the shares are vested (i.e.  the  restriction  period
lapses).  The  Company  reserves  the  right  to  place a  legend  on the  stock
certificate(s) restricting the transferability of such certificate(s).

During the restriction period, except as otherwise provided in Section 2 of this
Agreement,  the Participant  shall be entitled to all rights of a stockholder of
the Company,  including the right to vote the shares and receive cash dividends.
Stock  dividends  declared by the Company will be  characterized  as  restricted
stock, and distributed with the principle restricted stock.

4.   TERM OF DIRECTORSHIP.
If the Participant  terminates  board  membership with the Company due to death,
disability,  retirement,  or  failure  to be  re-elected  or  re-appointed,  the
restricted stock award, to the extent not already vested,  shall vest in full as
of the date of such termination. Voluntary resignation or removal for cause will
result in forfeiture of the non-vested  grants.  The Participant may designate a
beneficiary(ies)  to receive the stock certificate  representing that portion of
the restricted stock award automatically  vested upon death. The participant has
the right to change such beneficiary designation at will.

5.   DUTY TO NOTIFY.
It is the  Participant's  duty to notify the  Company  in the event an  Internal
Revenue Code ss.83(b) election is made in the year of the award.

6.   WITHHOLDING TAXES.
The Company  shall have the right to retain and withhold  from any payment under
the  restricted  stock awarded the amount of taxes required by any government to
be withheld or otherwise deducted and paid with respect to such payment.  At its
discretion,  the Company may require a  Participant  receiving  shares of Common
Stock under a restricted stock award to reimburse the Company for any such taxes
required to be withheld by the Company and withhold any distribution in whole or
in part until the Company is so


                                      53

<PAGE>



reimbursed.  In lieu thereof,  the Company shall have the right to withhold from
any other cash amounts due or to become due from the Company to the  Participant
an  amount  equal to such  taxes  required  to be  withheld  by the  Company  to
reimburse  the  Company  for any such taxes or retain  and  withhold a number of
shares  having a market  value not less than the amount of such taxes and cancel
(in whole or in part) any such  shares so  withheld  in order to  reimburse  the
Company for any such taxes.

7.   IMPACT ON OTHER BENEFITS.
The value of the restricted stock award (either on the Award Date or at the time
the shares are vested) shall not be includable as  compensation  or earnings for
purposes of any other benefit plan offered by the Company.

8.   ADMINISTRATION.
The  Compensation  Committee  shall have full authority and discretion to decide
all matters relating to the administration and interpretation of this Agreement.
The  Compensation  Committee  shall  have full power and  authority  to pass and
decide upon cases in conformity with the objectives of this Agreement under such
rules as the Board of Directors of the Company may establish.

Any decision made or action taken by the Company, the Board of Directors, or the
Compensation   Committee   arising   out  of,  or  in   connection   with,   the
administration,  interpretation,  and effect of this Agreement shall be at their
absolute discretion and will be conclusive and binding on all parties. No member
of the Board of Directors,  Compensation  Committee,  or employee of the Company
shall  be  liable  for any act or  action  hereunder,  whether  of  omission  or
commission, by the Participant or by any agent to whom duties in connection with
the  administration of this Agreement have been delegated in accordance with the
provision of this Agreement.

9.   COMPANY RELATION WITH PARTICIPANTS.
Nothing in this Agreement  shall confer on the Participant any right to continue
as a director of the Company.

10.  FORCE AND EFFECT.
The various  provisions of this Agreement are severable in their  entirety.  Any
determination of invalidity or  unenforceability of any one provision shall have
no effect on the continuing force and effect of the remaining provisions.

11.  GOVERNING LAWS.
Except to the extent  pre-empted  under  federal  law,  the  provisions  of this
Agreement shall be construed,  administered  and enforced in accordance with the
domestic internal law of the State of New York.


                                      54

<PAGE>



12.  ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the parties and shall not be
modified or amended except in writing and duly signed by the parties.  No waiver
by either party of any default under this Agreement  shall be deemed a waiver of
any later default.

     IN WITNESS WHEREOF,  the parties have executed this Agreement on this _____
day of ________, ________


                                               NBT BANCORP INC.

                                               By
                                                 -------------------------------
                                                        President

                                                  And

                                               by
                                                 -------------------------------
                                                        CFO and Treasurer

                                                 -------------------------------
                                                        Signature of Participant

                                                 -------------------------------
                                                        Name of Participant
                                                          (please print)



                                      55