Exhibit 10.35
  Supplemental Executive Retirement Agreement between NBT Bancorp Inc. and David
                      E. Raven made as of January 1, 2004.


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                                NBT BANCORP INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                         (Effective as of July 23, 2001)




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                                TABLE OF CONTENTS
                                -----------------

                                                                           Page
                                                                           ----

Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

Article 1 - Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .    1

Article 2 - Eligibility and Participation. . . . . . . . . . . . . . . . .    6

Article 3 - Retirement Date. . . . . . . . . . . . . . . . . . . . . . . .    7

Article 4 - Retirement Income Benefit. . . . . . . . . . . . . . . . . . .    7

Article 5 - Supplemental 401(k)/ESOP Benefit and Deferral Credit Accounts.    9

Article 6 - Supplemental Retirement Benefit. . . . . . . . . . . . . . . .   10

Article 7 - Modes of Benefit Payment and Vesting of Benefits . . . . . . .   11

Article 8 - Death Benefits . . . . . . . . . . . . . . . . . . . . . . . .   12

Article 9 - Unfunded Plan. . . . . . . . . . . . . . . . . . . . . . . . .   14

Article 10 - Administration. . . . . . . . . . . . . . . . . . . . . . . .   15

Article 11 - Amendment or Termination. . . . . . . . . . . . . . . . . . .   17

Article 12 - General Provisions. . . . . . . . . . . . . . . . . . . . . .   18


<PAGE>
                                    PREAMBLE

This  NBT  Bancorp  Inc.  Supplemental Executive Retirement Plan (the "Plan") is
effective  as  of  July  23,  2001. The purpose of the Plan is to permit certain
employees  of  NBT  Bancorp  Inc.  (the  "Company"),  its  subsidiary, NBT Bank,
National  Association  (the "Bank") and adopting affiliated employers to receive
supplemental  retirement income when such amounts would be due under the benefit
and  contribution formulas in the tax-qualified NBT Bancorp Inc. Defined Benefit
Pension  Plan  and NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan but
cannot be paid thereunder due to the reductions and other limitations imposed by
Sections  401(a)(17),  401(k)(3), 401(m) and 415 of the Internal Revenue Code of
1986,  as  amended  and  to provide such employees' with an aggregate retirement
benefit  (taking  into  consideration  amounts  paid under such Plans and social
security  benefits)  commencing  following  retirement at or after age 62 of not
less  than  50%  of  such  employees' final average compensation, subject to the
terms of the Plan. Capitalized terms are defined in Article 1 below.

The  Plan  is  intended  to  be an unfunded, non-qualified deferred compensation
plan.  Neither  the  Employer,  the Committee, nor the individual members of the
Committee shall segregate or otherwise identify specific assets to be applied to
the purposes of the Plan, nor shall any of them be deemed to be a trustee of any
amounts  to  be paid under the Plan. Any liability of the Employer to any person
with  respect to benefits payable under the Plan shall be based solely upon such
contractual obligations, if any, as shall be created by the Plan, and shall give
rise  only  to  a  claim  against  the  general  assets of the Employer. No such
liability  shall  be deemed to be secured by any pledge or any other encumbrance
on  any  specific  property  of  the  Employer.

                                    ARTICLE 1
                                    ---------

                                   DEFINITIONS
                                   -----------

The  following  words  and phrases shall have the meanings hereafter ascribed to
them.  Those words and phrases which have limited application are defined in the
respective  Articles  in  which  such  terms  appear.

          1.1 "Actuarial Equivalent" shall have the same meaning the term
     "Actuarial Equivalent" has under Section 2.03 of Appendix A to the Basic
     Retirement Plan using the following actuarial assumptions:

    Mortality: "Applicable Mortality Rate" as such term is defined in Section
    ---------
                2.03c of Appendix A to the Basic Retirement Plan.
    Interest Rate: "Applicable Interest Rate" as such term is defined in
    -------------
            Section 2.09b of Appendix A to the Basic Retirement Plan.
          1.2 "Bank" means NBT Bank, National Association or any successor
     thereto by merger, consolidation or otherwise by operation of law.

1.3  "Basic  401(k)/ESOP"  means  the NBT Bancorp Inc. 401(k) and Employee Stock
     Ownership  Plan,  as  amended  from  time  to  time.

1.4  "Basic  401(k)/ESOP  Benefit" means the benefit paid to a Participant under
     the Basic 401(k)/ESOP and includes benefits payable upon Normal Retirement,
     Early  Retirement,  Postponed  Retirement, death or termination of service.

1.5  "Basic 401(k)/ESOP Surviving Spouse Benefit" means the benefit payable to a
     Participant's  surviving  spouse  under  the  Basic  401(k)/ESOP  upon  the
     Participant's death before a distribution of the Participant's entire Basic
     401(k)/ESOP  account  balance.

1.6  "Basic  Retirement Plan" means the NBT Bancorp Inc. Defined Benefit Pension
     Plan,  as  amended  from  time  to  time.

1.7  "Basic  Retirement Plan Benefit" means the benefit payable to a Participant
     under  the  Basic Retirement Plan and includes benefits payable upon Normal
     Retirement, Early Retirement, Postponed Retirement, death or termination of
     service.


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          1.8 "Basic Retirement Plan Surviving Spouse Benefit" means the benefit
payable to a Participant's surviving spouse or eligible children under the Basic
Retirement  Plan  upon  the  Participant's  death,  if  any.

1.9  "Beneficiary"  means such living person or living persons designated by the
     Participant  in  accordance with Section 7.5(a) to receive the Supplemental
     Retirement  Benefit after his or her death, or his or her personal or legal
     representative,  all as herein described and provided. If no Beneficiary is
     designated  by  the  Participant  or  if  no  Beneficiary  survives  the
     Participant,  the  Beneficiary  shall  be  the  Participant's  estate.

1.10 "Board"  means  the  Board of Directors of the Company, as duly constituted
     from  time  to  time.

1.11 "Cause"  means  the  Participant's  (a)  conviction  of  robbery,  bribery,
     extortion,  embezzlement,  fraud,  grand larceny, burglary, perjury, income
     tax  evasion,  misapplication  of  Employer  funds,  false  statements  in
     violation of 18 U.S.C. Sec. 1001, or any other felony that is punishable by
     a term of imprisonment of more than one year; (b) material breach of his or
     her  duty  of  loyalty  to  the  Employer;  (c)  acts  or  omissions in the
     performance  of  his  or her duties having a material adverse effect on the
     Employer  that  were  not done or omitted to be done in good faith or which
     involved  intentional  misconduct or a knowing violation of law; or (d) any
     transaction  in the performance of his or her duties with the Employer from
     which  he  or  she  derived  a  material  improper  personal  benefit.

          1.12 "Change in Control" means:

                    (i) A change in control with respect to the Company or
the Bank 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 (including an individual, corporation, partnership,
trust, association, joint venture, pool, syndicate, unincorporated organization,
joint-stock company or similar organization or group acting in concert)
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 common stock and other voting securities of the Company; 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 shareholders of the Company, 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

                    (iii) There shall be consummated (x) any consolidation or
merger of the Company in which it is not the continuing or surviving corporation
or pursuant to which voting securities of the Company would be converted into
cash, securities, or other property, other than a merger of the Company in which
the holders of its common stock and other voting securities immediately before
the merger have substantially the same proportionate ownership of common stock
and other voting securities, respectively, 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 or the Bank, provided that any
such consolidation, merger, sale, lease,


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exchange or other transfer consummated at the insistence of an appropriate
banking regulatory agency shall not constitute a change in control; or

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

1.13 "Code"  means  the  Internal  Revenue Code of 1986, as amended from time to
     time.

1.14 "Committee"  means the Plan's administrative committee, as appointed by the
     Board  to  administer  the  Plan,  as  described  in  Article  10.

          1.15 "Company" means NBT Bancorp, Inc. or any successor thereto by
merger,  consolidation  or  otherwise  by  operation  of  law.

1.16 "Confidential  Information" means business methods, creative techniques and
     technical  data  of  the  Company,  the  Bank and their affiliates that are
     deemed by the Company, the Bank or any such affiliate to be and are in fact
     confidential  business  information  of  the  Company,  the  Bank  or  its
     affiliates  or  are entrusted to the Company, the Bank or its affiliates by
     third  parties,  and  includes, but is not limited to, procedures, methods,
     sales  relationships  developed  while the Participant is in the service of
     the Company, the Bank or their 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  the  Company, the Bank or their
     affiliates,  and  compositions,  ideas,  plans, and methods belonging to or
     related to the affairs of the Company, the Bank or their affiliates, except
     for  such  information  as  is clearly in the public domain, provided, that
     information  that  would be generally known or available to persons skilled
     in  the  Participant's  fields  shall  be  considered to be "clearly in the
     public  domain"  for  this  purpose.

          1.17 "Deferral Credit Account" means the bookkeeping account
Maintained in the name of the Employer, on behalf of each Participant, pursuant
to Article 5.

1.18 "Determination  Date"  means  the earlier of (i) the date of termination of
     the Participant's employment with the Employer or (ii) the first day of the
     month  following  the  Participant's  65th  birthday.

1.19 "Effective  Date"  means  July  23,  2001.

          1.20 "Employee" means a person who is an employee of the Employer.

1.21 "Employer"  means  the  Company,  the Bank and any subsidiary or affiliated
     corporation  of  either  of  them which, with the approval of the Board and
     subject  to  such  conditions as the Board may impose, adopts the Plan, and
     any  successor  or  successors  of  any  of  them.

          1.22 "Final Average Compensation" shall have the same meaning as the
     term "Final Average Compensation" has under Section 2.27 of Appendix A to
     the Basic Retirement Plan, except that in determining the amount of
     Compensation (as defined in Section 2.14 of Appendix A to the Basic
     Retirement Plan) to be used in calculating Final Average Compensation under
     Section 2.27 of Appendix A to the Basic Retirement Plan, Compensation shall
     not be subject to the compensation limitation of section 401(a)(17) of the
     Code.

1.23 "401(k)/ESOP  Benefit"  means the deferred compensation 401(k)/ESOP Benefit
     provided  to  Participants  and  their beneficiaries in accordance with the
     applicable  provisions  of  the  Plan.


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1.24 "Full-Time  Employee"  shall mean an Employee who works not less than 1,000
     hours  in  a  calendar  year.

1.25 "Other  Retirement  Benefits"  means  the  sum  of:

          (a)  The  annual  benefit  payable  to  the Participant from the Basic
               Retirement  Plan;  plus
          (b)  The  annual  Retirement Income Benefit payable to the Participant
               hereunder;  plus
(c)      The annual amount of any supplemental retirement benefit payable to the
        Participant by the Employer or any other Employer pursuant to any
   Supplemental Retirement Agreement with the Participant (other than amounts
    attributable to elective deferrals of such Participant's compensation);
                                      plus
(d)      The annual benefit that could be provided by (A) Employer contributions
     (other than elective deferrals) made on the Participant's behalf under
       the Basic 401(k)/ESOP, and (B) actual earnings on contributions in
      (A), if such contributions and earnings were converted to a benefit
        payable at age 62 in the same form as the Supplemental Retirement
      Benefit, using the same actuarial assumptions as are provided under
                                Section 1.1; plus
(e)     The annual benefit that could be provided by the Participant's Deferral
      Credit Account, if such Deferral Credit Account were converted to a
         benefit payable at age 62 in the same form as the Supplemental
        Retirement Benefit, using the same actuarial assumptions as are
                          provided under Section 1.1.
          The  amount  of  Other  Retirement  Benefits shall be determined by an
          actuary  selected  by  the Company, with such determination to be made
          without regard to whether the Participant is receiving payment of such
          benefits  on  the  Determination  Date.  To the extent the Participant
          receives  a  payment of Other Retirement Benefits described in 1.25(d)
          or  (e)  prior  to  the  date  the  Supplemental Retirement Benefit is
          determined  pursuant  to this Plan, the total of such Other Retirement
          Benefits  shall  be  determined  by  including  and assuming that such
          amounts  earned  interest  at  a  variable  rate equal to the one-year
          United  States  Treasury bill rate as reported in the New York edition
          of  The  Wall  Street  Journal on the Determination Date from the date
          received  to  the  date  Other  Retirement Benefits are calculated for
          purposes  of  this  Plan.

1.26 "Participant"  means an Employee who has been designated by the Employer as
     eligible  to participate in the Plan and who becomes a Participant pursuant
     to  the  provisions  of  Article  2.

1.27     "Plan"  means  the  NBT  Bancorp Inc. Supplemental Executive Retirement
Plan, as herein set forth, and as it may hereafter be amended from time to time.
               1.28 "Plan Limitation Provisions" means provisions of the Basic
401(k)/ESOP  and the Basic Retirement Plan that reduce or restrict an Employee's
employer-provided benefits under the Basic Retirement Plan and employer matching
contributions  to  the  Basic  401(k)/ESOP  (including  Article  IX and the last
sentence  of  Section  1.12  of  the  Basic Retirement Plan and the next to last
paragraph of Section 1.14, the third paragraph of Section 1.33 and Sections 4.5,
4.7  and  4.9  of  the Basic 401(k)/ESOP, or the corresponding provisions of any
amendment  to  such Plans) in order to satisfy the limitations imposed by one or
more  of  the  following:  (i)  Section  401(a)(17)  of  the  Code, (ii) Section
401(k)(3)  of the Code, (iii) Section 401(m) of the Code, or (iv) Section 415 of
the  Code.

               1.29 "Plan Year" means the period from the Effective Date through
December  31, 2001 and each calendar year thereafter within which the Plan is in
effect.

1.30 "Present  Value"  means  the  present  value of a benefit determined on the
     basis  of  the  actuarial  assumptions  specified  in  Section  1.1

1.31 "Social  Security  Benefit"  means the Participant's actual social security
     benefit  at  his  or  her  Social  Security  Retirement  Age.


<PAGE>
               1.32 "Social Security Retirement Age" shall have the same meaning
the  term  "Social Security Retirement Age" has under Section 2.58 of Appendix A
to  the  Basic  Retirement  Plan.

1.33 "Retirement  Income  Benefit"  means  the  deferred compensation retirement
     income  benefit  determined  pursuant  to  Article  4.

1.34 "Supplemental  Retirement  Benefit"  means  the  deferred  compensation
     retirement  benefit  determined  pursuant  to  Article  6.

1.35 "Supplemental  Surviving  Spouse  Benefit" means the survivor death benefit
     payable  to a Participant's surviving spouse, pursuant to the provisions of
     Sections  8.1  through  8.3.

1.36 "Year  of Service" means a calendar year in which the Participant completes
     not  less  than  1,000  Hours  of  Service  (as  defined in Section 1.25 of
the  Basic  Retirement  Plan)  with  an  Employer.

     Words importing males shall be construed to include females and the
     singular shall be construed to include the plural, and vice versa, wherever
     appropriate.

                                    ARTICLE 2
                                    ---------

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

               2.1 Plan eligibility is limited to a select group of management
or  highly  compensated  Employees,  as  designated in writing by the Board, who
participate  in  the  Basic  Retirement Plan, the Basic 401(k)/ESOP or both such
plans.

     From  time  to  time,  the  Company may designate one or more Employees who
     participate  in  the  Basic  Retirement Plan, the Basic 401(k)/ESOP or both
     such  plans  as  participants  in  the  Plan,  from  the class of Employees
     participating  in  the Basic Retirement Plan, the Basic 401(k)/ESOP or both
     such plans who are members of a select group of management Employees or are
     highly compensated Employees. Newly eligible Employees shall participate as
     of  the  date  specified  by  the  Board.

2.2  The  Company  may,  from  time  to  time,  remove  any  Participant  from
     participation  in  the  Plan;  provided,  however, that, subject to Section
     12.4,  such removal will not reduce the amount of Retirement Income Benefit
     and  401(k)/ESOP  Benefit  credited  to  the Participant under the Plan, as
     determined  as  of the date of such Participant's removal. A Participant so
     removed  shall  remain  a Participant until all benefits are distributed in
     accordance  with  the  provisions  of  the  Plan.

2.3  The  Committee may provide each eligible Employee with appropriate forms in
     connection  with  participation  in  the  Plan.

                                    ARTICLE 3
                                    ---------

                                 RETIREMENT DATE
                                 ---------------

3.1  A  Participant's  Retirement  Date  shall  be  his  or  her  date of actual
     retirement,  which may be his or her Normal, Early, Disability or Postponed
     Retirement Date, whichever is applicable pursuant to the following sections
     of  this  Article  3.

3.2  A  Participant's Normal Retirement Age shall be the 65th anniversary of his
     or  her  birth. Such Participant's Normal Retirement Date shall be the date
     coinciding  with  Normal  Retirement  Date under the Basic Retirement Plan.


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3.3  A  Participant  may  retire on an Early Retirement Date, which shall be the
     date  coinciding  with  the  initial  distribution  of  an early retirement
     benefit  under  the  Basic  Retirement  Plan.

3.4  A  Participant  may  retire on a Disability Retirement Date, which shall be
     the  date  coinciding  with  the  initial  distribution  of  a  disability
     retirement  benefit  under  the  Basic  Retirement  Plan.

3.5  If  a Participant continues in the employment of the Employer beyond Normal
     Retirement  Date,  the  date coinciding with postponed retirement under the
     Basic Retirement Plan shall be the Participant's Postponed Retirement Date.

                                    ARTICLE 4
                                    ---------

                            RETIREMENT INCOME BENEFIT
                            -------------------------

4.1  The  Retirement  Income  Benefit  payable to an eligible Participant in the
     form  of  a  life  annuity with five years certain commencing on his or her
     Normal, Early, Disability or Postponed Retirement Date, as the case may be,
     shall  be  equal to the excess, if any, of the amount specified in (a) over
     the  amount  specified  in  (b),  as  stated  below:

(a)  the  monthly  amount  of  Basic  Retirement  Plan retirement income payable
    upon Normal, Early or Postponed Retirement Date, as the case may be, to
         which the Participant would have been entitled under the Basic
        Retirement Plan, if such benefit were calculated under the Basic
          Retirement Plan without giving effect to the limitations and
      restrictions imposed by the application of Plan Limitation Provisions
         and any other provisions of the Basic Retirement Plan that are
        necessary to comply with Code Sections 401(a)(17) and 415, or any
                          successor provisions thereto;
(b)  the  sum  of  (i)  the  monthly  amount of Basic Retirement Plan retirement
     income payable upon Normal, Early or Postponed Retirement Date, as the
        case may be, actually payable to the Participant under the Basic
        Retirement Plan, after the limitations and restrictions imposed
          by the application of the Plan Limitation Provisions and any
        other provisions of the Basic Retirement Plan that are necessary
        to comply with Code Sections 401(a)(17) and 415, or any successor
         provisions thereto, plus (ii) the monthly amount of retirement
        income that is the actuarial equivalent (determined in accordance
         with the Basic Retirement Plan) of any supplemental retirement
        benefit payable to the Participant by any Employer upon Normal,
        Early or Postponed Retirement Date, as the case may be, pursuant
         to any Supplemental Retirement Agreement with the Participant.
          4.2 With respect to eligible Participants who terminate their
employment other than on a Retirement Date specified in Article 3, the vested
Retirement Income Benefit payable in the form of a life annuity with five years
certain, commencing on the date the Participant is eligible for a vested
retirement benefit under the Basic Retirement Plan, shall be equal to the
excess, if any, of the amount specified in (a) over the amount specified in (b),
as stated below:

     (a)  the  monthly  amount  of  Basic  Retirement  Plan  vested  retirement
          income  payable  upon  termination of service to which the Participant
          would  have  been  entitled  under  the Basic Retirement Plan, if such
          benefit were calculated under the Basic Retirement Plan without giving
          effect  to the limitations and restrictions imposed by the application
          of  the  Plan  Limitation  Provisions  and any other provisions of the
          Basic  Retirement Plan that are necessary to comply with Code Sections
          401(a)(17)  and  415,  or  any  successor  provisions  thereto;

     (b)  the  sum  of  (i)  the  monthly amount of Basic Retirement Plan vested
          retirement income payable upon termination of service actually payable
          to  the  Participant  under  the  Basic  Retirement  Plan,  after  the
          limitations  and  restrictions  imposed by the application of the Plan
          Limitation Provisions and any other provisions of the Basic Retirement
          Plan  that  are  necessary to comply with Code Sections 401(a)(17) and
          415, or any successor provisions thereto, plus (ii) the monthly amount
          of  retirement  income that is the actuarial equivalent (determined in
          accordance  with  the  Basic  Retirement  Plan)  of  any  supplemental
retirement  benefit  payable  to  the  Participant  by  any


<PAGE>
          Employer  following  such  termination  of  service  pursuant  to  any
          Supplemental  Retirement  Agreement  with  the  Participant.

                                    ARTICLE 5
                                    ---------

                            SUPPLEMENTAL 401(K)/ESOP
                      BENEFIT AND DEFERRAL CREDIT ACCOUNTS
                      ------------------------------------

5.1  The  401(k)/ESOP  Benefit  under the Plan shall equal the discretionary and
     matching  contributions  or  other  Employer-provided benefit to the extent
     provided  for under the Basic 401(k)/ESOP (disregarding the limitations and
     restrictions  imposed  by the application of the Plan Limitation Provisions
     and  any  other  provisions  of the Basic 401(k)/ESOP that are necessary to
     comply  with  Code  Sections 401(a)(17), 401(k)(3), 401(m), and 415, or any
     successor  provisions  thereto)  for  plan  years  of the Basic 401(k)/ESOP
     ending  after the Effective Date, less any such amount actually contributed
     by the Employer to the Basic 401(k)/ESOP for such plan years (to the extent
     permitted  by  the  terms  thereof, taking into account the limitations and
     restrictions  imposed  by the application of the Plan Limitation Provisions
     and  any  other  provisions  of the Basic 401(k)/ESOP that are necessary to
     comply  with  Code  Sections 401(a)(17), 401(k)(3), 401(m), and 415, or any
     successor  provisions thereto), adjusted for income, gains and losses based
     on  deemed investments, pursuant to Section 5.4 below. For purposes of this
     Section  5.1,  it  shall  be  assumed  that  the Participant has made Basic
     401(k)/ESOP  contributions,  on  a  before-tax  or  after-tax basis, as are
     necessary  to  qualify  for the maximum Employer provided benefit available
     under  the  Basic  401(k)/ESOP  to  similarly  situated  Basic  401(k)/ESOP
     Participants  who  are  not  affected  by  such  restrictions  and
     limitations.

5.2  The  401(k)/ESOP  Benefit  under  the  Plan  shall  be accounted for by the
     Employer  under  a  Deferral  Credit Account, maintained in the name of the
     Employer,  on  behalf  of  each  Participant.

5.3  Each  Deferral  Credit Account maintained by the Employer shall be credited
     with units on behalf of each Participant, as appropriate in accordance with
     the 401(k)/ESOP Benefit, as soon as administratively practicable, but in no
     event later than March 15 of the Plan Year following the Plan Year in which
     Basic  401(k)/ESOP  contributions on behalf of the Participant were limited
     or  restricted.

5.4  The  401(k)/ESOP  Benefit  credited annually to each Participant's Deferral
     Credit  Account  under  the  Plan  shall be deemed to be invested on a time
     weighted  basis,  based  upon  the crediting of the Deferral Credit Account
     under  Section  5.3 above, as if such amounts had been invested in the same
     manner as the investment of the corresponding amounts pursuant to the Basic
     401(k)/ESOP,  and such Account shall be credited with income and gains, and
     charged  with  losses,  as  if  such  investments  had  actually been made.

                                    ARTICLE 6
                                    ---------

                         SUPPLEMENTAL RETIREMENT BENEFIT
                         -------------------------------

          6.1 If an eligible Participant shall remain employed by the Employer
until  reaching  his or her 62nd birthday, serving as a Full-Time Employee until
such  date,  and  subject  to  the  other terms and conditions of this Plan, the
Company  shall  pay  such  Participant  an  annual  "Supplemental
Retirement  Benefit"  determined  as  follows:

     (a)  the Participant shall be entitled to a Supplemental Retirement Benefit
          on  and  after  his  or her 62nd birthday but before his or her Social
          Security  Retirement  Age in an amount equal to the excess, if any, of
          (1)  50  percent of the Participant's Final Average Compensation, over
          (2)  the Participant's Other Retirement Benefits, determined as of the
          Determination  Date.


<PAGE>
     (b)  the Participant shall be entitled to a Supplemental Retirement Benefit
          on  and  after  his or her Social Security Retirement Age in an amount
          equal  to  the  excess, if any, of (1) 50 percent of the Participant's
          Final Average Compensation, over (2) the sum of (aa) the Participant's
          Other  Retirement  Benefits,  determined as of the Determination Date,
          plus  (bb)  the  Participant's  Social  Security  Benefit.

          6.2 If an eligible Participant shall remain employed by the Employer
until reaching his or her 60th birthday, serving as a Full-Time Employee until
such date and he or she continues to serve as a Full-Time Employee until the
date of his or her retirement, and he or she retires then or thereafter but
before reaching his or her 62nd birthday, and subject to the other terms and
conditions of this Plan, the Company shall pay such Participant after the date
of his or her retirement, pursuant to Section 7.4(b), or to his or her spouse or
other Beneficiary, pursuant and subject to Section 8.6(c) if he or she has died
before his or her 62nd birthday, a reduced early Supplemental Retirement Benefit
calculated in accordance with the following schedule:

     (a)  if  the  date of the Participant's retirement shall be on or after his
          or  her 60th birthday but before his or her 61st birthday, the Company
          shall  pay such Participant 60% of the Supplemental Retirement Benefit
          calculated  in  accordance  with  Section  6.1;  and

(b)  if the date of the Participant's retirement shall be on or after his or her
     61st  birthday  but  before his or her 62nd birthday, the Company shall pay
     such  Participant 70% of the Supplemental Retirement Benefit so calculated.
                                    ARTICLE 7
                                    ---------

                          MODES OF BENEFIT PAYMENT AND
                          ----------------------------
                               VESTING OF BENEFITS
                               -------------------

7.1  Except  as  otherwise  provided  in the following paragraph, any Retirement
     Income  Benefit  and  401(k)/ESOP  Benefit  payable  under  the  Plan  to a
     Participant,  beneficiary, joint or contingent annuitant or eligible child,
     shall  be  payable  in the modes provided by, and subject to the provisions
     of,  the  Basic Retirement Plan and Basic 401(k)/ESOP, respectively, as the
     case  may  be.  Any  Retirement Income Benefit paid from the Plan in a form
     other  than  a  life  annuity  shall  be the actuarial equivalent of a life
     annuity,  utilizing the actuarial equivalent factors set forth in the Basic
     Retirement  Plan  and  applied  to  obtain  the  optional  mode  of payment
     thereunder.

     The  Committee,  in  its  sole  discretion  and  consistent  with  the best
     interests  of the Employer may distribute any Retirement Income Benefit and
     401(k)/ESOP  Benefit  payable under the Plan to a Participant, beneficiary,
     joint  or  contingent  annuitant,  or  eligible child, as a single lump sum
     benefit,  using,  in the case of a Retirement Income Benefit, the actuarial
     equivalent  factors  set  forth  in  the Basic Retirement Plan for lump-sum
     cashouts.  In  exercising its discretion hereunder, the Committee shall not
     be  bound by any request by a Participant, beneficiary, joint or contingent
     annuitant,  or eligible child, to receive any Retirement Income Benefit and
     401(k)/ESOP  Benefit  payable  under the Plan as a single lump-sum benefit.

          7.2 Except with respect to receipt of a lump sum benefit under
Section 7.1, any elections for an optional mode of benefit payment made by a
Participant under the Basic Retirement Plan and the Basic 401(k)/ESOP, shall
also be effective with respect to any Retirement Income Benefit and 401(k)/ESOP
Benefit, as the case may be, payable under the Plan to a Participant,
beneficiary, joint or contingent annuitant, or eligible child.


<PAGE>
          7.3 Except with respect to receipt of a lump sum benefit under Section
7.1, payment of any Retirement Income Benefit and 401(k)/ESOP Benefit under the
Plan shall commence on the same date as payment of a Basic Retirement Plan and
401(k)/ESOP Plan distribution payable to a Participant or beneficiary, and shall
terminate on the date of last payment of Basic Retirement Plan and 401(k)/ESOP
Plan distribution, as the case may be.

7.4  The  Supplemental  Retirement  Benefit  shall  be  paid:

     (a) except as provided in Section 7.4(b) (early retirement) and Section 8.6
     (death), commencing on the first day of the month following the later of
     the Participant's retirement or his or her attainment of age 62; or

     (b) commencing on the first day of the month following the Participant's
     Determination Date in connection with early retirement after reaching age
     60 and prior to the date of his or her 62nd birthday.

7.5     The  Supplemental Retirement Benefit shall be paid in the form specified
below:

  (a)     The Supplemental Retirement Benefit shall be paid as a straight life
 annuity, payable in monthly installments, for the Participant's life; provided,
 however, that if the Participant has no surviving spouse and dies before having
received 60 monthly payments, such monthly payments shall be continued to his or
   her Beneficiary until the total number of monthly payments to the Participant
 and his or her Beneficiary equal 60, whereupon all payments shall cease and the
  Company's obligation to pay the Supplemental Retirement Benefit under shall be
     deemed to have been fully discharged.  If the Participant and his or her
 Beneficiary shall die before having received a total of 60 monthly payments, an
amount equal to the Actuarial Equivalent of the balance of such monthly payments
  shall be paid in a single sum to the estate of the survivor of the Participant
 and his or her Beneficiary.  If Supplemental Retirement Benefits are payable in
   the form described in this Section 7.5(a), the Participant shall designate in
       writing, as his or her Beneficiary, any person or persons, primarily,
  contingently or successively, to whom the Company shall pay benefits following
    the Participant's death if the Participant's death occurs before 60 monthly
                            payments have been made.
  (b)    Notwithstanding the form of payment described in Section 7.5(a), if the
     Participant is married on the date payment of the Supplemental Retirement
Benefit commences, the benefit shall be paid as a 50% joint and survivor annuity
   with the Participant's spouse as the Beneficiary.  The 50% joint and survivor
   annuity shall be the Actuarial Equivalent of the benefit described in Section
    7.5(a).  If the Supplemental Retirement Benefit is payable pursuant to this
   Section 7.5(a), but the Participant's spouse fails to survive him or her, no
     payments of the Supplement Retirement Benefit will be made following the
                              Participant's death.
     (c)     Notwithstanding the foregoing provisions of this Section 7.5, the
     Company, in its sole discretion, may accelerate the payment of all or any
portion of the Supplemental Retirement Benefit or the reduced early Supplemental
Retirement Benefit at any time.  Any payment accelerated in accordance with this
       Section 7.5(c) shall be the Actuarial Equivalent of the payment being
                                  accelerated.
7.6     Subject  to  Section  12.4,  each  Participant  shall have a 100 percent
vested  and  non-forfeitable  right  to  benefits  under  the  Plan.
                                    ARTICLE 8
                                    ---------

                                 DEATH BENEFITS
                                 --------------
          8.1 Upon the death of: (i) a Participant who has not terminated from
employment before Retirement Date as defined in Section 3.1, or (ii) a
Participant who retires on a Retirement Date as defined in Section 3.1 and dies
before the complete distribution of Basic Retirement Plan Benefit and Basic
401(k)/ESOP Benefit, as the case may be, benefits shall be payable as set forth
in Sections 8.2, 8.3 and 8.4.


<PAGE>
8.2  With  respect  to any Retirement Income Benefit, if a Basic Retirement Plan
     pre-retirement survivor annuity or post retirement survivor annuity, as the
     case  may  be,  is  payable to a Participant's surviving spouse or eligible
     children,  if applicable, a supplemental pre-retirement survivor annuity or
     post  retirement  survivor annuity, as the case may be, shall be payable to
     the  surviving  spouse or eligible children, if applicable, under the Plan.
     The  monthly  amount  of  the  Supplemental  Surviving  Spouse  Benefit
     pre-retirement survivor annuity or post retirement survivor annuity, as the
     case  may  be,  payable  to  a  surviving  spouse  or eligible children, if
     applicable,  shall  be equal to the excess, if any, of the amount specified
     in  (a)  over  the  amount  specified  in  (b),  as  stated  below:

     (a)  the  monthly  amount  of Basic Retirement Plan pre-retirement survivor
          annuity  or  post  retirement survivor annuity, as the case may be, to
          which  the surviving spouse or eligible children, if applicable, would
          have  been  entitled  under the Basic Retirement Plan, if such benefit
          were  calculated under the Basic Retirement Plan without giving effect
          to  the  limitations  and  restrictions imposed by the Plan Limitation
          Provisions  and any other provisions of the Basic Retirement Plan that
          are  necessary to comply with Code Sections 401(a)(17) and 415, or any
          successor  provisions  thereto;

     (b)  (i)  the  monthly  amount  of  Basic  Retirement  Plan  pre-retirement
          survivor  annuity or post retirement survivor annuity, as the case may
          be,  actually payable to the surviving spouse or eligible children, if
          applicable,  under  the  Basic  Retirement Plan, after the limitations
          imposed by the application of Plan Limitation Provisions and any other
          provisions  of  the Basic Retirement Plan that are necessary to comply
          with  Code  Sections  401(a)(17)  and 415, or any successor provisions
          thereto  plus (ii) the monthly amount that is the actuarial equivalent
          (determined  in  accordance  with  the  Basic  Retirement Plan) of any
          supplemental  retirement  benefit  payable  to the surviving spouse or
          eligible  children,  if  applicable,  by  any  Employer  following the
          Participant's  death pursuant to any Supplemental Retirement Agreement
          with  the  Participant.
8.3  The  Retirement Income Benefit supplemental pre-retirement survivor annuity
     or  post  retirement survivor annuity shall be payable over the lifetime of
     the surviving spouse, or to eligible children to the extent provided in the
     Basic  Retirement Plan, in monthly installments commencing on the same date
     as  payment of the Basic Retirement Plan pre-retirement survivor annuity or
     post  retirement  survivor annuity, as the case may be, and shall terminate
     on the date of the last payment of the Basic Retirement Plan pre-retirement
     survivor  annuity  or post retirement survivor annuity, as the case may be.

          8.4 With respect to any 401(k)/ESOP Benefit, all amounts credited to
the Participant's Deferral Credit Account shall be payable in a single lump sum
to the Participant's surviving spouse, if any, as a Supplemental Surviving
Spouse Benefit, unless an optional mode has been elected pursuant to Article 7.

8.5  Upon  the  death  of  a  Participant  under  the circumstances set forth in
     clauses  (i) and (ii) of Section 8.1, if no Basic Retirement Plan Surviving
     Spouse  Benefit, or Basic 401(k)/ESOP Surviving Spouse Benefit, as the case
     may  be,  is  payable,  (a)  no  further Retirement Income Benefit shall be
     payable,  unless  an  optional mode has been elected pursuant to Article 7,
     and  (b)  all amounts credited to the Participant's Deferral Credit Account
     shall  be  payable  to the Participant's designated beneficiary in a single
     lump  sum,  unless an optional mode has been elected pursuant to Article 7.

          8.6 The following provisions shall apply with respect to payment of
the  Supplemental  Retirement  Benefit  after  the  death  of  a  Participant:

     (a)  Except  as  provided  in  Section  8.6(b),  if a Participant shall die
          before  his  or  her 62nd birthday, no Supplemental Retirement Benefit
          shall  be  payable.

(b)     If a Participant shall die on or after his or her 60th birthday, after
    he or she has retired but before payment of any Supplemental Retirement
  Benefit has commenced, the Participant's surviving spouse, if any, shall be
    paid as a straight life annuity 50 percent of the Supplemental Retirement
   Benefit for her life commencing within 30 days following the Participant's
   death. Such payments shall be made in monthly installments, subject to the


<PAGE>
     right of the Company to accelerate payment at any time in accordance with
 Section 7.5(c).  However, if such Participant is not married at the time of his
 or her death, the Company shall pay to the Participant's Beneficiary a lump sum
       benefit equal to 50 percent of the Present Value of the Participant's
                        Supplemental Retirement Benefit.
(c)  Except  as  provided  in Section 8.6(b), no Supplemental Retirement Benefit
     shall  be  payable if the Participant dies before payment of any Supplement
     Retirement  Benefit  has  begun without having a spouse who survives him or
     her.
(d) If a Participant dies after payment of a Supplemental Retirement Benefit has
      commenced, the amount, if any, of the Supplemental Retirement Benefit
    payable to the Participant's surviving spouse or other Beneficiary shall be
        determined pursuant to the applicable provisions of Section 7.5.
                                    ARTICLE 9
                                    ---------

                                  UNFUNDED PLAN
                                  -------------


9.1  The  Plan  shall be administered as an unfunded plan and is not intended to
     meet  the  qualification  requirements of Sections 401(a) and 401(k) of the
     Code.  No  Participant  or  beneficiary  shall  be  entitled to receive any
     payment  or  benefits under the Plan from the qualified trust maintained in
     connection  with  the  Basic  Retirement  Plan  and  Basic  401(k)/ESOP.

9.2  The  Employer  shall  have  the  right  to establish a reserve, establish a
     grantor  trust  or  make  any investment for the purposes of satisfying its
     obligation  hereunder  for  payment of benefits, including, but not limited
     to,  investments  in  one or more registered investment companies under the
     Investment  Company  Act  of  1940,  as amended, to the extent permitted by
     applicable  banking or other law; provided, however, that no Participant or
     beneficiary  shall have any interest in such investment, trust, or reserve.

          9.3 To the extent that any Participant or beneficiary acquires a right
to receive benefits under the Plan, such rights shall be no greater than those
rights which guarantee to the Participant or beneficiary the strongest claim to
such benefits, without resulting in the Participant's or beneficiary's
constructive  receipt  of  such  benefits.

9.4  With respect to any 401(k)/ESOP Benefit, 100% of the Participant's Deferral
     Credit  Account  shall  be deemed to be invested as provided in Section 5.4
     above.  A  Participant's  Deferral  Credit Account may not be encumbered or
     assigned  by  a  Participant  or  any  beneficiary.

9.5  A  Participant  or  beneficiary  with  a  Retirement  Income  Benefit,  the
     401(k)/ESOP  Benefit  or  both  such  Benefits  under  the Plan shall be an
     unsecured  creditor  of  the  Employer  as to any benefit payable under the
     Plan.

          9.6 Not later than the closing of any transaction that would
constitute a Change of Control, the Employer shall transfer to an independent
corporate trustee of a grantor trust within the meaning of section 671 of the
Code that satisfies the applicable requirements of Revenue Procedure 92-64 or
any successor thereto an amount sufficient to cover all potential liabilities
under this Plan.

                                   ARTICLE 10
                                   ----------

                                 ADMINISTRATION
                                 --------------

10.1 Except  for  the  functions  reserved  to  the  Company  or  the Board, the
     administration  of  the  Plan shall be the responsibility of the Committee.
     The  Committee  shall  consist  of  three or more persons designated by the
     Company. Members of the Committee shall serve for such terms as the Company
     shall  determine  and  until


<PAGE>
     their  successors are designated and qualified. Any member of the Committee
     may  resign  upon at least 60 days written notice to the Company, or may be
     removed  from  office  by  the Company at any time, with or without notice.

10.2 The  Committee  shall hold meetings upon notice at such times and places as
     it  may  determine.  Notice shall not be required if waived in writing. Any
     action  of  the  Committee  shall be taken pursuant to a majority vote at a
     meeting,  or  pursuant  to the written consent of a majority of its members
     without  a  meeting,  and  such  action  shall constitute the action of the
     Committee  and shall be binding in the same manner as if all members of the
     Committee  had  joined  therein. A majority of the members of the Committee
     shall  constitute  a  quorum.  No  member of the Committee shall note or be
     counted  for  quorum  purposes  on any matter relating solely to himself or
     herself  or  his  or  her rights under the Plan. The Committee shall record
     minutes  of  any  actions  taken  at  its meetings or of any other official
     action  of  the  Committee.  Any person dealing with the Committee shall be
     fully  protected in relying upon any written notice, instruction, direction
     or  other  communication signed by the Secretary of the Committee or by any
     of  the  members  of  the Committee or by a representative of the Committee
     authorized  by  the  Committee  to  sign  the  same  in  its  behalf.

10.3 The  Committee shall have the power and the duty to take all actions and to
     make  all  decisions  necessary  or  proper  to  carry  out  the  Plan. The
     determination  of the Committee as to any question involving the Plan shall
     be  final,  conclusive  and  binding. Any discretionary actions to be taken
     under  the  Plan  by  the  Committee  shall  be uniform in their nature and
     applicable  to  all  persons  similarly  situated.  Without  limiting  the
     generality  of the foregoing, the Committee shall have the following powers
     and  duties:
     (a)  the  duty  to furnish to all Participants, upon request, copies of the
          Plan;

     (b)  the  power to require any person to furnish such information as it may
          request  for the purpose of the proper administration of the Plan as a
          condition  to  receiving  any  benefits  under  the  Plan;

     (c)  the power to make and enforce such rules and regulations and prescribe
          the  use  of  such  forms as it shall deem necessary for the efficient
          administration  of  the  Plan;

     (d)  the  power  to  interpret  the  Plan,  and  to  resolve  ambiguities,
          inconsistencies  and omissions, which findings shall be binding, final
          and  conclusive;

     (e)  the  power  to  decide  on questions concerning the Plan in accordance
          with  the  provisions  of  the  Plan;

     (f)  the  power  to determine the amount of benefits which shall be payable
          to  any  person  in  accordance with the provisions of the Plan and to
          provide  a  full  and  fair  review to any Participant whose claim for
          benefits  has  been  denied  in  whole  or  in  part;

     (g)  the  power to designate a person who may or may not be a member of the
          Committee  as  Plan  "Administrator"  for  purposes  of  the  Employee
          Retirement  Income Security Act of 1974 (ERISA); if the Committee does
          not  so  designate  an  Administrator, the Committee shall be the Plan
          Administrator;

     (h)  the  power  to  allocate  any  such  powers  and  duties  to  or among
          individual  members  of  the  Committee;  and

     (i)  the  power  to designate persons other than Committee members to carry
          out any duty or power which would otherwise be a responsibility of the
          Committee  or  Administrator,  under  the  terms  of  the  Plan.

10.4 To the extent permitted by law, the Committee and any person to whom it may
     delegate  any  duty or power in connection with administering the Plan, the
     Company,  any  Employer,  and  the officers and directors thereof, shall be
     entitled  to  rely  conclusively  upon, and shall be fully protected in any
     action  taken  or  suffered by them in good faith in the reliance upon, any
     actuary, counsel, accountant, other specialist, or other person selected by
     the  Committee,  or  in reliance upon any tables, valuations, certificates,
     opinions  or


<PAGE>
     reports  which  shall  be  furnished by any of them. Further, to the extent
     permitted  by  law,  no  member  of  the  Committee,  nor  the Company, any
     Employer,  nor  the  officers or directors thereof, shall be liable for any
     neglect,  omission  or  wrongdoing  of  any other members of the Committee,
     agent,  officer  or  employee  of  the  Company or any Employer. Any person
     claiming  benefits  under  the  Plan  shall look solely to the Employer for
     redress.
10.5 All  expenses  incurred before the termination of the Plan that shall arise
     in  connection  with  the  administration  of  the Plan (including, but not
     limited  to  administrative  expenses,  proper  charges  and disbursements,
     compensation  and  other  expenses  and  charges  of  any actuary, counsel,
     accountant,  specialist,  or  other  person  who  shall  be employed by the
     Committee in connection with the administration of the Plan), shall be paid
     by  the  Employer.

                                   ARTICLE 11
                                   ----------

                            AMENDMENT OR TERMINATION
                            ------------------------

11.1 The Board shall have the power to suspend or terminate the Plan in whole or
     in  part  at  any  time,  and from time to time to extend, modify, amend or
     revise  the  Plan  in  such  respects as the Board, by resolution, may deem
     advisable;  provided,  however,  that  no  such  extension,  modification,
     amendment,  revision,  or  termination  shall  deprive a Participant or any
     beneficiary  of  any  benefit  accrued  under  the  Plan.

11.2 In  the  event  of  a  termination  or partial termination of the Plan, the
     rights  of all affected parties, if any, to benefits accrued to the date of
     such termination or partial termination, shall become nonforfeitable to the
     same  extent that such rights would be nonforfeitable if such benefits were
     provided  under the Basic Retirement Plan or the Basic 401(k)/ESOP and such
     plans  were  terminated  on  such  date.

11.3 No  amendment  of the Plan shall reduce the vested and accrued benefits, if
     any,  of  a  Participant  under this Plan, except to the extent that such a
     reduction would be permitted if such benefits were provided under the Basic
     Retirement  Plan  or  the  Basic  401(k)/ESOP.

11.4 In the event of the termination or partial termination of the Plan: (a) the
     Company  shall  pay  in  one  lump  sum  to  affected Participants or their
     beneficiaries  the 401(k)/ESOP Benefit, if any, to which they are entitled,
     as  if  such  Participants' termination of service had occurred on the date
     the  Plan  is  terminated,  and  (b)  the  Retirement  Income  Benefit  and
     Supplemental  Retirement  Benefit, if any, to which they are entitled shall
     continue  to  be  payable.

                                   ARTICLE 12
                                   ----------

                               GENERAL PROVISIONS
                               ------------------

12.1 The  Plan  shall not be deemed to constitute an employment contract between
     the Employer and any Employee or other person, whether or not in the employ
     of  the Employer, nor shall anything herein contained be deemed to give any
     Employee or other person, whether or not in the employ of the Employer, any
     right  to  be  retained in the employ of the Employer, or to interfere with
     the  right  of  the  Employer  to discharge any Employee at any time and to
     treat  such  Employee without any regard to the effect which such treatment
     might  have  upon  such  Employee  as  a  Participant  of  the  Plan.

12.2 Except as provided in Section 12.4, or as may otherwise be required by law,
     no distribution or payment under the Plan to any Participant or beneficiary
     shall be subject in any manner to anticipation, alienation, sale, transfer,
     assignment,  pledge,  encumbrance  or  charge,  whether  voluntary  or
     involuntary,  and  any  attempt to so anticipate, alienate, sell, transfer,
     assign,  pledge,  encumber  or charge the same shall be void; nor shall any
     such  distribution  or  payment  be in any way liable for or subject to the
     debts,  contracts, liabilities, engagements or torts of any person entitled
     to  such  distribution  or  payment.  If  any Participant or beneficiary is
     adjudicated  bankrupt  or purports to anticipate, alienate, sell, transfer,
     assign,  pledge,  encumber  or  charge  any  such  distribution or payment,
     voluntarily  or  involuntarily,  the Committee, in its sole discretion, may
     cancel  such  distribution  or  payment  or may hold or cause to be held or
     applied  such


<PAGE>
     distribution or payment, or any part thereof, to or for the benefit of such
     Participant  or  beneficiary, in such manner as the Committee shall direct.

12.3 If  the  Employer determines that any person entitled to payments under the
     Plan  is  incompetent  by  reason  of physical or mental disability, it may
     cause all payments thereafter becoming due to such person to be made to any
     other  person  for  his  or  her  benefit, without responsibility to follow
     application  of  amounts  so paid. Payments made pursuant to this provision
     shall  completely  discharge  the  Plan,  the  Employer  and the Committee.

12.4 Notwithstanding  any  other  provision  of  this  Plan:

     (a)  if  the  Employer  determines that Cause exists for the termination of
          the  Participant's  employment,  the Participant and his or her spouse
          and  beneficiaries shall forfeit all rights to any payments under this
          Plan;

     (b)  if  a  Participant separates from service before having completed five
          Years of Service with any Employer, no Supplemental Retirement Benefit
          shall  be  payable  hereunder;
     (c)  no  amounts  shall  be payable hereunder to the Participant and his or
          her  spouse  and  beneficiaries:

               (i)  following  any breach by the Participant of any provision of
                    any  employment or other written agreement with the Company,
                    the  Bank  or  any  other  Employer  with  respect  to
                    confidentiality,  non-competition, non-interference with, or
                    non-solicitation  of,  employees,  customers,  suppliers  or
                    agents  or  similar  matters,  provided  that  no  Change in
                    Control  shall  have  occurred  before  such  breach;

               (ii) if,  without  the  prior written consent of the Company, the
                    Participant discloses or divulges to any third party, except
                    as may be required by his or her duties, by law, regulation,
                    or  order of a court or government authority, or as directed
                    by  the  Company, or uses to the detriment of the Company or
                    its  affiliates  or  in  any  business  or  on behalf of any
                    business  competitive  with  or substantially similar to any
                    business of the Company or the Bank or their affiliates, any
                    Confidential  Information  obtained during the course of his
                    or  her employment by the Company, the Bank or any affiliate
                    of  any  of  either  of  them,  provided  that  this Section
                    12.4(c)(ii)  shall  not  be  construed  as  restricting  the
                    Participant  from  disclosing  such  information  to  the
                    employees  of  the  Company or the Bank or their affiliates;

               (iii)  if  while  the Participant is employed by the Company, the
                    Bank, any Employer or any affiliate of any of them or within
                    two  years  after  any  termination of such employment other
                    than  in  anticipation  of or following a Change in Control,
                    the  Participant (A) interferes with the relationship of the
                    Company,  the  Bank  or  their  affiliates with any of their
                    employees, suppliers, agents, or representatives (including,
                    without  limitation,  causing or helping another business to
                    hire  any  employee  of  the  Company,  the  Bank  or  their
                    affiliates),  or  (B)  directly  or  indirectly  diverts  or
                    attempts  to  divert  from  the  Company,  the Bank or their
                    affiliates  any  business  in  which  any  of  them has been
                    actively  engaged  during  the period of such employment, or
                    interferes with the relationship of the Company, the Bank or
                    their  affiliates with any of their customers or prospective
                    customers,  provided,  that  this Section 12.4(c)(iii) shall
                    not,  in  and  of  itself,  prohibit  the  Participant  from
                    engaging  in  the  banking,  trust,  or  financial  services
                    business  in  any  capacity,  including  that of an owner or
                    employee;  and

     (d)  if  any particular provision of this section 12.4 shall be adjudicated
          to be invalid or unenforceable, such provision shall be deemed amended
          to  delete  from  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 12.4 shall be unenforceable with
          respect  to  scope,  duration, or geographic area, such court shall be
          empowered  to  substitute,  to  the  extent  enforceable,  provisions


<PAGE>
          similar  hereto  or  other provisions so as to provide to the Company,
          the  Bank  and  their  affiliates,  to the fullest extent permitted by
          applicable  law,  the  benefits  intended  by  this  section  12.4.

12.5 The  Employer shall be the sole source of benefits under the Plan, and each
     Employee, Participant, beneficiary, or any other person who shall claim the
     right  to  any  payment or benefit under the Plan shall be entitled to look
     solely  to  the  Employer  for  payment  of  benefits.

12.6 If  the Employer is unable to make payment to any Participant, beneficiary,
     or  any  other  person  to whom a payment is due under the Plan, because it
     cannot  ascertain  the  identity  or  whereabouts  of  such  Participant,
     beneficiary,  or  other  person  after reasonable efforts have been made to
     identify  or  locate  such person (including a notice of the payment so due
     mailed to the last known address of such Participant, beneficiary, or other
     person  shown  on  the  records  of  the  Employer),  such  payment and all
     subsequent payments otherwise due to such Participant, beneficiary or other
     person  shall  be  forfeited  24  months  alter the date such payment first
     became  due;  provided,  however,  that  such  payment  and  any subsequent
     payments  shall  be  reinstated, retroactively, no later than 60 days after
     the  date on which the Participant, beneficiary, or other person shall make
     application  therefor.  Neither  the  Company,  the Committee nor any other
     person  shall have any duty or obligation under the Plan to make any effort
     to locate or identify any person entitled to benefits under the Plan, other
     than  to  mail  a  notice  to  such  person's  last  known mailing address.

12.7 If  upon  the payment of any benefits under the Plan, the Employer shall be
     required  to withhold any amounts with respect to such payment by reason of
     any  federal,  state  or  local  tax  laws,  rules or regulations, then the
     Employer  shall  be  entitled  to deduct and withhold such amounts from any
     such  payments.  In  any  event,  such  person  shall make available to the
     Employer,  promptly  when  requested  by  the Employer, sufficient funds or
     other  property  to meet the requirements of such withholding. Furthermore,
     at any time the Employer shall be obligated to withhold taxes, the Employer
     shall be entitled to take and authorize such steps as it may deem advisable
     in  order to have the amounts required to be withheld made available to the
     Employer  out  of  any  funds or property due to become due to such person,
     whether  under  the  Plan  or  otherwise.

12.8 The  Committee,  in  its discretion, may increase or decrease the amount of
     any  benefit  payable hereunder if and to the extent that it determines, in
     good faith, that an increase is necessary in order to avoid the omission of
     a  benefit  intended  to  be  payable under this Plan or that a decrease is
     necessary  in  order  to avoid a duplication of the benefits intended to be
     payable  under  this  Plan.

12.9 The  provisions  of  the Plan shall be construed, administered and governed
     under  applicable  federal  laws  and the laws of the State of New York. In
     applying  the  laws  of  the State of New York, no effect shall be given to
     conflict  of  laws  principles  that  would  cause  the  laws  of  another
     jurisdiction  to  apply.


<PAGE>

                        Supplemental Retirement Agreement
                            Effective January 1, 2004


The attached document (NBT BANCORP INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN,
effective as of July 23, 2001) sets forth the terms of an agreement for the
payment of supplemental retirement income made as of January 1, 2004 between NBT
Bancorp Inc., a Delaware corporation and a registered financial holding company
headquartered at 52 South Broad Street, Norwich, New York 13815, and David E.
Raven, an individual residing at 808 Parkview Road, Moscow, Pennsylvania 18444.
The parties hereby execute this agreement as follows:


NBT  Bancorp  Inc.

BY:  /S/  Daryl  R. Forsythe                                      Date: 3/8/04
Daryl  R.  Forsythe
Chairman  and  CEO


BY:  /S/  David  E.  Raven                                        Date:  3/8/04
David  E.  Raven



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