ex10_1.htm


    
      

    

    Exhibit
10.1

    


    


    Split-Dollar
Agreement

    


    THIS
AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of
November, 2008 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”).

    


    WHEREAS,
Martin A. Dietrich (the “Employee”) is employed by the Bank as its president and
chief executive officer;

    


    WHEREAS,
the Employee wishes to provide additional life insurance protection for his
family in the event of his death;

    


    WHEREAS,
the Bank is willing to pay the premiums due on a policy of life insurance as an
employment benefit for the Employee, on the terms and conditions hereinafter set
forth;

    


    WHEREAS,
the Bank and the Employee have applied for Insurance Policy Number 207089857 on
the life of the Employee (the “Policy”) from Metropolitan Life Insurance Company
(the “Insurer”) in the face amount of $4,000,000 pursuant to which the Bank will
be the owner of the Policy;

    


    WHEREAS,
the Bank, the Employee and the Trustee have agreed to make the Policy subject to
this Agreement; and

    


    WHEREAS,
it is understood and agreed that this Agreement is to be retroactively effective
as of the date on which the Policy was issued by the Insurer.

    


    NOW,
THEREFORE, in consideration of the premises and of the mutual promises contained
herein, the parties hereto agree as follows:

    


    1.            Insurance Policy.

    


    The Bank
shall purchase the Policy from the Insurer and shall be the sole and absolute
owner of the Policy.  The sole purpose of this Agreement is to provide
a death benefit payable on the death of the Employee during the term of this
Agreement.  The parties agree that the Policy shall be subject to the
terms of this Agreement and of the endorsement to the Policy filed with the
Insurer to implement the provisions of this Agreement.  The Bank may
exercise all ownership rights granted to the owner of the Policy by the terms
thereof, except as otherwise provided in this Agreement.  The Bank
shall be the direct beneficiary of the total death proceeds, less (a) $2,000,000
or (b) $750,000 if the Employee is a member of the Board of the Bank but no
longer an executive officer of the Bank at the time of his death (the “Bank’s
Interest in the Policy”).  The Bank will keep possession of the
Policy.  The Bank agrees to make the Policy available at reasonable
times to the Trustee or the Insurer for the purpose of endorsing or filing any
change of beneficiary on the Policy for the portion of the death proceeds that
is in excess of the Bank’s Interest in the Policy, but the Policy shall
thereafter be promptly returned to the Bank.  Any indebtedness on the
Policy will first be deducted from the proceeds payable to the
Bank.  Also, any collateral assignment made by the Bank will be
deducted from the proceeds payable to it.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.        
   Election of
Settlement Option and Beneficiary.  By notice to the Bank, the
Trust may select the settlement option for payment of, and the beneficiary or
beneficiaries to receive, the portion of the death benefit provided under the
Policy in excess of the Bank’s Interest in the Policy.  Upon receipt
of such notice, the Bank shall execute and deliver to the Insurer the forms
necessary to elect the requested settlement option and to designate the
requested person, persons or entity as the beneficiary or beneficiaries to
receive such portion of the death proceeds of the Policy.  The Bank
and the Trust hereto agree to take all actions necessary to cause the
beneficiary designation and settlement election provisions of the Policy to
conform to the provisions hereof.  The Bank shall not terminate, alter
or amend such designation or election without the express written consent of the
Trust.

    


    3.       
    Policy
Dividends.  Any dividend declared on the Policy shall be either
applied to reduce the premium payments on the Policy agreed to be paid by the
Bank pursuant to Section 4 herein or to purchase paid up additions to the
Policy, at the discretion of the Bank.

    


    4.       
    Payment
of Premiums.  The Bank shall pay a sufficient amount of
premiums to the Insurer to maintain the Policy in force, and shall, upon
request, provide evidence to the Trustee that the Policy remains in
force.  The Bank shall annually furnish the Trustee a statement of the
amount of income reportable by the Employee for federal and state income tax
purposes, as a result of the insurance protection provided on the Employee’s
life.

    


    5.        
   Limitation on
the Bank’s Rights in the Policy.  The Trust will have rights
set out in Section 2 hereof with respect to the death benefit provided under the
Policy to be held in Trust for the benefit of the Trust’s beneficiary or
beneficiaries in excess of the Bank’s Interest in the Policy.  The
Bank shall not sell, surrender, change the insured or assign or transfer
ownership of the Policy except after termination of the Agreement pursuant to
Section 6 hereof; other than for the purpose of obtaining a loan against the
Policy.  The aggregate amount of such loans, together with the unpaid
interest accrued thereon, will at no time exceed the lesser of (a) the Bank’s
Interest in the Policy or (b) the loan value of the Policy as determined by the
Insurer.  The Bank will not take any action dealing with the Insurer
that would impair any right or interest of the Trustee on behalf of the Trust in
the Policy.  Without limiting the foregoing, following termination of
this Agreement, to the extent permitted by the Policy, the Bank may designate
any officer or other employee of the Bank as the insured under the Policy and
may continue this Agreement with such officer or employee; provided, however, pursuant
to this Agreement the Bank cannot assign, transfer, convey or sell the Policy to
the Employee or any agent of the Employee for the Employee’s
behalf.  The exercise by the Bank of the right to surrender the policy
or to change the insured will terminate the rights of the Trustee on behalf of
the Trust in the Policy.

    


    6.        
   Termination
of the Agreement During the Employee’s Lifetime.  This
Agreement may be terminated at any time while the Employee is living by a
written instrument signed by the Bank and the Trustee, provided, that the Bank may
terminate this Agreement by written notice to the Trustee at any time after the
Employee has ceased to be either the President and Chief Executive Officer or a
member of the Board of the Bank other than by reason of disability (as defined
pursuant to the Bank’s Long-Term Disability Plan) or because of his death; and,
in any event, this Agreement will terminate upon termination of the Employee’s
employment with the Bank or the cessation of his membership on the Board of the
Bank for any reason whatsoever other than Employee’s disability or death,
provided, however, that upon termination of this Agreement, the Bank cannot
assign, transfer, convey or sell the Policy to the Employee or any agent of the
Employee for the Employee’s behalf.


    
      
         


      

      
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    7.      
     Insurer Not a
Party.  The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Policy death benefit to the
beneficiary or beneficiaries named in the Policy, subject to the terms and
conditions of the Policy.  In no event shall the Insurer be considered
a party to this Agreement, or any modification or amendment
hereof.  No provision of this Agreement, nor of any modification or
amendment hereof, shall in any way be construed as enlarging, changing, varying,
or in any other way affecting the obligations of the Insurer as expressly
provided in the Policy, except insofar as the provisions hereof are made a part
of the Policy by the beneficiary designation executed by the Bank and filed with
the Insurer in connection herewith.  The Insurer shall not be
obligated to inquire as to the distribution of any monies payable or paid by it
under the Policy on the Employee’s life pursuant to the terms of this
Agreement.

    


    8.      
     Named Fiduciary, Determination of
Benefits, Claims Procedure and Administration.

    


    (a) The
Bank is hereby designated as the named fiduciary under this
Agreement.  The named fiduciary shall have authority to control and
manage the operation and administration of this Agreement, and it shall be
responsible for establishing and carrying out a funding policy and method
consistent with the objectives of this Agreement.

    


    (b) (1)
Claim

    


    A person
who believes that he or she is being denied a benefit to which he or she is
entitled under this Agreement (hereinafter referred to as a “Claimant”) may file
a written request for such benefit with the Bank, setting forth his or her
claim.  The request must be addressed to the general counsel of the
Bank at its then principal place of business.

    


    (2) Claim
Decision.

    


    Upon
receipt of a claim, the Bank shall advise the Claimant that a reply will be
forthcoming within 90 days and shall, in fact, deliver such reply within such
period.  The Bank may, however, extend the reply period for an
additional 90 days for reasonable cause.

    


    If the
claim is denied in whole or in part, the Bank shall adopt a written opinion,
using language calculated to be understood by the Claimant, setting forth: (a)
the specific reason or reasons for such denial; (b) the specific reference to
pertinent provisions of this Agreement on which such denial is based; (c) a
description of any additional material or information necessary for the Claimant
to perfect his or her claim and an explanation why such material or such
information is necessary; (d) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim for review; and (e) the time
limits for requesting a review under subsection (3) and for review under
subsection (4) hereof.


    
      
         


      

      
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      (3)
Request for Review.

    

    


    Within 60
days after the receipt by the Claimant of the written opinion described above,
the Claimant may request in writing that the Bank review the determination of
the Bank.  Such request must be addressed to the general counsel of
the Bank, at its then principal place of business.  The Claimant or
his or her duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration
by the Bank.  If the Claimant does not request a review of the Bank’s
determination within such 60 day period, he or she shall be barred and estopped
from challenging the Bank’s determination.

    


    (4)
Review of Decision.

    


    Within 60
days after the general counsel’s receipt of a request for review, he or she will
review the Bank’s determination.  After considering all materials
presented by the Claimant, the general counsel will render a written opinion,
written in a manner calculated to be understood by the Claimant, setting forth
the specific reasons for the decision and containing specific references to the
pertinent provisions of this Agreement on which the decision is
based.  If special circumstances require that the 60 day time period
be extended, the Secretary will so notify the Claimant and will render the
decision as soon as possible, but no later than 120 days after receipt of the
request for review.

    


    9.
           Amendment.  This
Agreement may not be amended, altered or modified, except by a written
instrument signed by the parties hereto, or their respective successors or
assigns, and may not be otherwise terminated except as provided
herein.

    


    10.          Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the Bank and its successors and assigns, and the Trustee for the
benefit of the Trust and its beneficiary or beneficiaries.

    


    11.          Notices.  Any
notice, consent or demand required or permitted to be given under the provisions
of this Agreement shall be in writing, and shall be signed by the party giving
or making the same.  If such notice, consent or demand is mailed to a
party hereto, it shall be sent by United States certified mail, postage prepaid,
addressed to such party’s last known address as shown on the records of the
Bank.  The date of such mailing shall be deemed the date of notice,
consent or demand.

    


    12.          Governing Law.  This
Agreement, and the rights of the parties hereunder, shall be governed by and
construed in accordance with the laws of the United States, to the extent
applicable, and otherwise by the laws of the State of New York applicable to
contracts entered into and performed wholly within its borders.


    
      
         


      

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

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          NBT
      Bancorp Inc.

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                          By: 
      

                                        	/s/ Daryl
      R. Forsythe  
	 
      	
                                          Title: 
      

                                        	Chairman 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                          NBT
      Bank, N.A.

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                          By: 
      

                                        	/s/ Daryl
      R. Forsythe    
	 
      	
                                          Title: 
      

                                        	Chairman 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                          NBT
      Bank, N.A., as Trustee

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                          By: 
      

                                        	/s/
      Timothy J. Handy  
	 
      	
                                          Title: 
      

                                        	Corporate
      Senior Vice President 



                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

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