exv4w3



 






Exhibit 4.3



[FORM OF COMMON STOCK CERTIFICATE]




	 	 	 
	COMMON STOCK

NUMBER

-SPECIMEN-		 COMMON STOCK

SHARES

-SPECIMEN-




NBT BANCORP INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE



  	 	 
	PAR VALUE $ .01 PER SHARE	CUSIP No. 628778 10 2
	 	SEE REVERSE SIDE FOR CERTAIN
	 	LEGENDS
	 	 
	
    
	
    
	
    
	
    
	
    
	
    
	
    
	
  






THIS CERTIFIES THAT: -SPECIMEN-


is the owner of -SPECIMEN-



Shares of Common Stock

  of the Par Value of $.01 Per Share of

NBT BANCORP INC., transferable only on the books of the Corporation in person
  or by duly authorized attorney, upon surrender of
  this Certificate properly endorsed. This certificate is not valid unless countersigned
  and registered by the Transfer Agent and Registrar.

            WITNESS,
  the seal of the Corporation and the facsimile signatures of its duly authorized
  officers.

	 	 	 	 	 	 	 
	Dated:						 
	
	
	
	

				
[SEAL]	
	
	
	
	

	EXECUTIVE VICE PRESIDENT, CFO AND CORPORATE SECRETARY			
			CHAIRMAN,

PRESIDENT AND CHIEF

EXECUTIVE OFFICER






Countersigned and Registered:




NBT BANCORP INC.




_____________________________

Authorized Signature




 








 









SHAREHOLDER RIGHTS LEGEND



This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a
Rights Agreement between NBT Bancorp Inc. (the “Company”) and Registrar and Transfer Company (the
“Rights Agent”) dated as of November 15, 2004, as the same may be amended from time to time (the
“Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the Company. Under certain circumstances,
as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. The Company will mail to the holder of this
certificate a copy of the Rights Agreement as in effect on the date of mailing without charge after
receipt of a written request therefore.



Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any
Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person
or by any subsequent holder, may become null and void.







            The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

	 	 	 
	TEN COM - as tenants in common		
UNIF GIFT MIN ACT ____________ Custodian _____________

          
                  
        
      (Cust.)
      
      
            
(Minor)
	
	
	
	

	TEN ENT - as tenants by the
entireties		under Uniform Gifts to Minors Act __________________

      
      
      
      
      
      
      
      
      
(State)
	
	
	
	

	JT TEN - as joint tenants with

      
      
right of survivorship

      
      
and not as tenants in common





Additional abbreviations may also be used though not in the above list.


For value received, __________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


[______________] ____________________________________________________


PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL CODE OF ASSIGNEE


________________________________________________________________________________


__________ Shares of the Common Stock represented by the within Certificate,
  and do hereby irrevocably constitute and appoint _____________________________________________
  Attorney to transfer the said shares on the books of the Corporation with full
  power of substitution in the premises.

Dated:________________

	 	 	 
	 		
______________________________________

      NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
	
	
	
	

			
MUST CORRESPOND WITH THE NAME AS
	
	
	
	

			
WRITTEN UPON THE FACE OF THE
	
	
	
	

			
CERTIFICATE IN EVERY PARTICULAR,
	
	
	
	

			 WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
      CHANGE WHATEVER.