Exhibit 10.7
Sixth Amendment to the NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan
 effective  January  1,  2002


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                                 SIXTH AMENDMENT
                                       TO
            NBT BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

     WHEREAS, NBT BANCORP INC. (the "Employer") sponsors and maintains the NBT
BANCORP INC. 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN (the "Plan") for the
benefit of certain of its employees; and

     WHEREAS,  Section  11.1  of  the  Plan authorizes the Employer to amend the
Plan;  and

     WHEREAS, the Employer desires to amend the Plan to reflect certain
statutory and regulatory changes to the minimum distribution requirements. In
all other respects, the Plan shall remain unchanged by this Amendment. Except as
otherwise provided, this amendment shall be effective as of the first day of the
first plan years beginning after December 31, 2001.

     NOW  THEREFORE,  the  Plan  is  amended  as  follows:

                                    ARTICLE I
                                  GENERAL RULES

1.1  Effective Date. The provisions of this Amendment will apply for
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     purposes of determining required minimum distributions for calendar years
     beginning with the 2002 calendar year.1.2 Precedence. The requirements of
                                               ----------
     this Amendment will take precedence over any inconsistent provisions of the
     Plan.

1.3  Requirements of Treasury Regulations Incorporated. All distributions
     -------------------------------------------------
     required under this Amendment will be determined and made in accordance
     with the Treasury regulations under Section 401(a)(9) of the Internal
     Revenue Code.

1.4  TEFRA  Section  242(b)(2)  Elections.  Notwithstanding the other provisions
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     of this Amendment, distributions may be made under a designation made
     before January 1, 1984, in accordance with Section 242(b)(2) of the Tax
     Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan
     that relate to Section 242(b)(2) of TEFRA.


                                   ARTICLE II
                         TIME AND MANNER OF DISTRIBUTION

2.1  Required  Beginning  Date.  The  Participant's  entire  interest  will  be
     -------------------------
     distributed, or begin to be distributed, to the Participant no later than
     the Participant's required beginning date.


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2.2  Death  of  Participant  Before  Distributions  Begin.  If  the  Participant
     -----------------------------------------------
     dies before distributions begin, the Participant's entire interest will be
     distributed, or begin to be distributed, no later than as follows:

          (a) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary, then, except as provided in Article VI,
          distributions to the surviving spouse will begin by December 31 of the
          calendar year immediately following the calendar year in which the
          Participant died, or by December 31 of the calendar year in which the
          Participant would have attained age 70 , if later.

          (b) If the Participant's surviving spouse is not the Participant's
          sole designated beneficiary, then, except as provided in Article VI,
          distributions to the designated beneficiary will begin by December 31
          of the calendar year immediately following the calendar year in which
          the Participant died.

          (c) If there is no designated beneficiary as of September 30 of the
          year following the year of the Participant's death, the Participant's
          entire interest will be distributed by December 31 of the calendar
          year containing the fifth anniversary of the Participant's death.

          (d) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary and the surviving spouse dies after the
          Participant but before distributions to the surviving spouse begin,
          this Section 2.2, other than Section 2.2(a), will apply as if the
          surviving spouse were the Participant.

          For purposes of this Section 2.2 and Article IV, unless Section 2.2(d)
          applies, distributions are considered to begin on the Participant's
          required beginning date. If Section 2.2(d) applies, distributions are
          considered to begin on the date distributions are required to begin to
          the surviving spouse under Section 2.2(a).


2.3  Forms  of  Distribution.  Unless  the Participant's interest is distributed
     -----------------------
     in a single sum on or before the required beginning date, as of the first
     distribution calendar year distributions will be made in accordance with
     Articles 3 and 4 of this Amendment.

                                   ARTICLE III
          REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

3.1  Amount  of  Required  Minimum  Distribution  For Each Distribution Calendar
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     Year. During the Participant's lifetime, the minimum amount that will be
     ----
     distributed for each distribution calendar year is the lesser of:

     (a) the quotient obtained by dividing the Participant's account balance by
     the distribution period in the Uniform Lifetime Table set forth in Section
     1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as
     of the Participant's birthday in the distribution calendar year; or


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     (b) if the Participant's sole designated beneficiary for the distribution
     calendar year is the Participant's spouse, the quotient obtained by
     dividing the Participant's account balance by the number in the Joint and
     Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
     regulations, using the Participant's and spouse's attained ages as of the
     Participant's and spouse's birthdays in the distribution calendar year.

3.2  Lifetime  Required  Minimum  Distributions  Continue  Through  Year  of
     -----------------------------------------------------------------------
     Participant's Death. Required minimum distributions will be determined
     -------------------
     under this Article 3 beginning with the first distribution calendar year
     and up to and including the distribution calendar year that includes the
     Participant's date of death.

                                   ARTICLE IV
            REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1  Death  On  or  After  Date  Distributions  Begin.
     ------------------------------------------------

          (a) Participant Survived by Designated Beneficiary. If the Participant
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          dies on or after the date distributions begin and there is a
          designated beneficiary, the minimum amount that will be distributed
          for each distribution calendar year after the year of the
          Participant's death is the quotient obtained by dividing the
          Participant's account balance by the longer of the remaining life
          expectancy of the Participant or the remaining life expectancy of the
          Participant's designated beneficiary, determined as follows:

          (1) The Participant's remaining life expectancy is calculated using
          the age of the Participant in the year of death, reduced by one for
          each subsequent year.

          (2) If the Participant's surviving spouse is the Participant's sole
          designated beneficiary, the remaining life expectancy of the surviving
          spouse is calculated for each distribution calendar year after the
          year of the Participant's death using the surviving spouse's age as of
          the spouse's birthday in that year. For distribution calendar years
          after the year of the surviving spouse's death, the remaining life
          expectancy of the surviving spouse is calculated using the age of the
          surviving spouse as of the spouse's birthday in the calendar year of
          the spouse's death, reduced by one for each subsequent calendar year.

          (3) If the Participant's surviving spouse is not the Participant's
          sole designated beneficiary, the designated beneficiary's remaining
          life expectancy is calculated using the age of the beneficiary in the
          year following the year of the Participant's death, reduced by one for
          each subsequent year.

     (b) No Designated Beneficiary. If the Participant dies on or after the date
         -------------------------
     distributions begin and there is no designated beneficiary as of September
     30 of the year after the year of the Participant's death, the minimum
     amount that will be distributed


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     for each distribution calendar year after the year of the Participant's
     death is the quotient obtained by dividing the Participant's account
     balance by the Participant's remaining life expectancy calculated using the
     age of the Participant in the year of death, reduced by one for each
     subsequent year.

4.2  Death  Before  Date  Distributions  Begin.
     -----------------------------------------

     (a) Participant Survived by Designated Beneficiary. Except as provided in
         ----------------------------------------------
     Article VI, if the Participant dies before the date distributions begin and
     there is a designated beneficiary, the minimum amount that will be
     distributed for each distribution calendar year after the year of the
     Participant's death is the quotient obtained by dividing the Participant's
     account balance by the remaining life expectancy of the Participant's
     designated beneficiary, determined as provided in Section 4.1.

     (b) No Designated Beneficiary. If the Participant dies before the date
         -------------------------
     distributions begin and there is no designated beneficiary as of September
     30 of the year following the year of the Participant's death, distribution
     of the Participant's entire interest will be completed by December 31 of
     the calendar year containing the fifth anniversary of the Participant's
     death.

     (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are
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     Required to Begin. If the Participant dies before the date distributions
     -----------------
     begin, the Participant's surviving spouse is the Participant's sole
     designated beneficiary, and the surviving spouse dies before distributions
     are required to begin to the surviving spouse under Section 2.2(a), this
     Section 4.2 will apply as if the surviving spouse were the Participant.

                                    ARTICLE V
                                   DEFINITIONS

5.1  Designated  beneficiary.  The  individual  who  is  designated  as  the
     -----------------------
     Beneficiary under the Plan and is the designated beneficiary under Section
     401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of
     the Treasury regulations.

5.2  Distribution  calendar  year.  A  calendar  year  for  which  a  minimum
     --------------------------
     distribution is required. For distributions beginning before the
     Participant's death, the first distribution calendar year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's required beginning date. For distributions beginning after
     the Participant's death, the first distribution calendar year is the
     calendar year in which distributions are required to begin under Section
     2.2. The required minimum distribution for the Participant's first
     distribution calendar year will be made on or before the Participant's
     required beginning date. The required minimum distribution for other
     distribution calendar years, including the required minimum distribution
     for the distribution calendar year in which the Participant's required
     beginning date occurs, will be made on or before December 31 of that
     distribution calendar year.

5.3  Life  expectancy.  Life  expectancy  as  computed by use of the Single Life
     ---------------
     Table in Section 1.401(a)(9)-9 of the Treasury regulations.


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5.4  Participant's  account  balance.  The  account  balance  as  of  the  last
     -------------------------------
     valuation date in the calendar year immediately preceding the distribution
     calendar year (valuation calendar year) increased by the amount of any
     contributions made and allocated or forfeitures allocated to the account
     balance as of dates in the valuation calendar year after the valuation date
     and decreased by distributions made in the valuation calendar year after
     the valuation date. The account balance for the valuation calendar year
     includes any amounts rolled over or transferred to the Plan either in the
     valuation calendar year or in the distribution calendar year if distributed
     or transferred in the valuation calendar year.

5.5  Required  beginning  date.  The  date  specified  in  the  Plan  when
     -------------------------
     distributions under Section 401(a)(9) of the Internal Revenue Code are
     required to begin.

                                   ARTICLE VI
                                    ELECTIONS

6.1     Election to Permit Participants or Beneficiaries to Elect 5-Year Rule.
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     Participants or beneficiaries may elect on an individual basis whether
  the 5-year rule or the life expectancy rule in Sections 2.2 and 4.2 of this
  Amendment applies to distributions after the death of a Participant who has
      a designated beneficiary. The election must be made no later than the
  earlier of September 30 of the calendar year in which distribution would be
    required to begin under Section 2.2 of this Amendment, or by September 30
        of the calendar year which contains the fifth anniversary of the
  Participant's (or, if applicable, surviving spouse's) death. If neither the
      Participant nor beneficiary makes an election under this paragraph,
   distributions will be made in accordance with Sections 2.2 and 4.2 of this
                                   Amendment.

6.2  Election  to  Apply  5-Year  Rule  to  Distributions  to  Designated
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     Beneficiaries.
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     If the Participant dies before distributions begin and there is a
     designated beneficiary, distribution to the designated beneficiary is not
     required to begin by the date specified in the Plan, but the Participant's
     entire interest will be distributed to the designated beneficiary by
     December 31 of the calendar year containing the fifth anniversary of the
     Participant's death. If the Participant's surviving spouse is the
     Participant's sole designated beneficiary and the surviving spouse dies
     after the Participant but before distributions to either the Participant or
     the surviving spouse begin, this election will apply as if the surviving
     spouse were the Participant.

IN WITNESS WHEREOF, the Employer has caused this instrument to be executed the
31st day of December 2003.

                    NBT BANCORP INC.

                    B Y:   /S/ MICHAEL J. CHEWENS
                           SIGNATURE

                    TITLE: CORPORATE SECRETARY
                    DATE:  12/31/2003


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