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                                  EXHIBIT 4.1
          Certificate of Incorporation of NBT Bancorp Inc. as amended

                         CERTIFICATE OF INCORPORATION
                                      OF
                               NBT BANCORP INC.
                              AS AMENDED THROUGH
                               FEBRUARY 17, 2000

     FIRST: The name of the corporation (hereinafter called the Corporation) is
NBT BANCORP INC.

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 229 South State Street, City of Dover, County of Kent; and
the name of the registered agent of the Corporation in the State of Delaware at
such address is The Prentice-Hall Corporation System, Inc.

     THIRD: The nature of the business and the purpose to be conducted and
promoted by the Corporation shall be to conduct any lawful business, to promote
any lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

     FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is Thirty-Two Million Five
Hundred Thousand (32,500,000)   shares, consisting of Thirty Million
(30,000,000) shares of Common Stock, par value $0.01 per share and Two Million
Five Hundred Thousand (2,500,000) shares of Preferred Stock, par value $0.01 per
share./1/

     FIFTH:  The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of the Article FOURTH, to provide for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from time
to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each series shall include, but
not to be limited to, determination of the following:

          (a)  The number of shares constituting that series and the distinctive
   designation of that series;

________________________

/1/  Article FOURTH as last amended February 17, 2000.
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          (b)  The dividend rate on the shares of that series, whether dividends
   shall be cumulative, and, if so, from which date or dates, and the relative
   rights of priority, if any, of payment of dividends on shares of that series;

          (c)  Whether that series shall have voting rights, in addition to the
   voting rights provided by law, and, if so, the terms of such voting rights;

          (d)  Whether that series shall have conversion privileges, and, if so,
   the terms and conditions of such conversion, including provisions for
   adjustment of the conversion rate in such events as the Board of Directors
   shall determine;

          (e)  Whether or not the shares of that series shall be redeemable,
   and, if so, the terms and conditions of such redemption, including the date
   or dates upon or after which they shall be redeemable, and the amount per
   share payable in case of redemption, which amount may vary under different
   conditions and at different redemption dates;

          (f)  Whether that series shall have a sinking fund for the redemption
   or purchase of shares of that series, and, if so, the terms and amount of
   such sinking fund;

          (g)  The rights of the shares of that series in the event of voluntary
   or involuntary liquidation, dissolution or winding up of the Corporation, and
   the relative rights of priority, if any, of payment of shares of that series;

          (h)  Any other relative rights, preferences and limitations of that
   series.

     Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment, before any dividends shall be paid or
declared and set apart for payment on the Common Stock with respect to the same
dividend period.

     If upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the assets available for distribution to holders of shares
of Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto./2/

     SIXTH: The Corporation is have perpetual existence.

     SEVENTH: The name and the mailing address of the incorporator are as
follows:

__________________

/2/  A Certificate of Designation with respect to Series R Preferred Stock was
filed on November 17, 1994 and amended on April 10, 2000.

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         NAME                   MAILING ADDRESS

         Everett A. Gilmour     52 South Broad Street
                                Norwich, New York 13815

     EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

     (a)  The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
shall be fixed by, or in the manner provided in, the By-Laws.  Directors need
not be elected by written ballot, unless so required by the By-Laws of the
Corporation.

     (b)  After the original or other By-Laws of the Corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and after the Corporation has received any payment for any of its
stock, the power to adopt, amend, or repeal the By-Laws of the Corporation may
be exercised by the Board of Directors of the Corporation.

     NINTH:  Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statute) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     TENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, all in the manner now or hereafter prescribed by the laws of
the State of Delaware, and all rights and powers at any time conferred upon the
stockholders and the directors of the Corporation by this Certificate of
Incorporation are granted, subject to the provisions of this Article TENTH. The
provisions set forth in Article ELEVENTH may not be repealed or amended in any
respect, unless such action is approved by the affirmative vote of the holders
of not less than eighty percent (80%) of the outstanding shares of Voting Stock
(as defined in Article ELEVENTH) of the Corporation; provided, however, if there
is a Major Stockholder as defined in Article ELEVENTH, such eighty percent (80%)
vote must include the affirmative vote of at least eighty percent (80%) of the
outstanding shares of voting stock held by shareholders other than the Major
Stockholder.

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     ELEVENTH/3/:

     (a)  The affirmative vote of the holders of not less than eighty percent
(80%) of the total voting power of all outstanding shares entitled to vote in
the election of any particular Class of Directors (as defined in Section (e) of
this Article ELEVENTH) and held by disinterested shareholders (as defined below)
shall be required for the approval or authorization of any "Business
Combination," as defined and set forth below:

          (1)  Any merger, consolidation or other business reorganization or
   combination of the Corporation or any of its subsidiaries with any other
   corporation that is a Major Stockholder of the Corporation;

          (2)  Any sale, lease or exchange by the Corporation of all or a
   substantial part of its assets to or with a Major Stockholder;

          (3)  Any issue of any stock or other security of the Corporation or
   any of its subsidiaries for cash, assets or securities of a Major
   Stockholder;

          (4)  Any reverse stock split of, or exchange of securities, cash or
   other properties or assets for any outstanding securities of the Corporation
   or any of its subsidiaries or liquidation or dissolution of the Corporation
   or any of its subsidiaries in any such case in which a Major Stockholder
   receives any securities, cash or other assets whether or not different from
   those received or retained by any holder of securities of the same class as
   held by such Major Stockholder.

     The affirmative vote required by this Article ELEVENTH shall be in addition
to the vote of the holders of any class or series of stock of the Corporation
otherwise required by law, by any other Article of this Certificate of
Incorporation, or as this Certificate of Incorporation may be amended, by any
resolution of the Board of Directors providing for the issuance of a class or
series of stock, or by any agreement between the Corporation and any national
securities exchange.

          (b)  For the purpose of this Article ELEVENTH:

                    (1)  The term "Major Stockholder" shall mean and include any
   person, corporation, partnership, or other person or entity which, together
   with its "Affiliates" and "Associates" (as defined at Rule 12b-2 under the
   Securities Exchange Act of 1934). "beneficially owns" (as hereinafter
   defined) in the aggregate five percent (5%) or more of the outstanding shares
   of Voting Stock, and any Affiliates or Associates of any such person,
   corporation, partnership, or other person or entity.

____________________

/3/  Article ELEVENTH as last amended March 14, 1986.

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               (2)  The term "Substantial Part" shall mean more than twenty-five
   percent (25%) of the fair market value of the total consolidated assets of
   the Corporation in question or more than twenty-five percent (25%) of the
   aggregate par value of authorized and issued Voting Stock of the Corporation
   in question, as of the end of its most recent fiscal quarter ending prior to
   the time the determination is being made.

               (3)  The term "Voting Stock" shall mean the stock of Corporation
   entitled to vote in the election of directors.

               (4)  The term "Beneficial owner" shall mean any person and
   certain related parties, directly or indirectly, who own shares or have the
   right to acquire or vote shares of the company.

               (5)  The term "Disinterested Shareholder" shall mean any holder
   of voting securities of the company other then (i) a Major Stockholder if it
   or any of them has a financial interest in the transaction being voted on
   (except for a financial interest attributable solely to such person's
   interest as a stockholder of the company which is identical to the interests
   of all stockholders of the same class) and (ii) in the context of a
   transaction described in (a) (4) above, any Major Stockholder (whether or not
   having a financial interest described in clause (i) of this sentence) if it
   or any of them has directly or indirectly proposed the transaction, solicited
   proxies to vote in favor of the transaction, financed any such solicitation
   of proxies or entered into any contract, arrangement, or understanding with
   any person for the voting of securities of the company in favor of the
   transaction.

          (c)  The provisions of this Article shall not apply to a Business
   Combination which is approved by sixty-six and two-thirds percent (66-2/3%)
   of those members of the Board of Directors who were directors prior to the
   time when the Major Stockholder became a Major Stockholder. The provisions of
   this Article shall not apply to a Business Combination which (i) does not
   change any stockholder's percentage ownership in the shares of stock entitled
   to vote in the election of directors of any successor of the Corporation from
   the percentage of the shares of Voting Stock owned by such stockholder; (ii)
   provides for the provisions of this Article without any amendment, change,
   alteration, or deletion, to apply to any successor to the Corporation; and
   (iii) does not transfer all or a Substantial Part of the Corporation's assets
   or Voting Stock other than to a wholly-owned subsidiary of the Corporation.

          (d)  Nothing contained in the Article shall be construed to relieve a
   Major Stockholder from any fiduciary obligation imposed by law. In addition,
   nothing contained in this Article shall prevent any stockholders of the
   Corporation from objecting to any Business Combination and from demanding any
   appraisal rights which may be available to such stockholder.

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          (e)  The Board of Directors of the Corporation shall be divided into
   three classes: Class 1, Class 2 and Class 3, which shall be as nearly equal
   as possible. Each Director shall serve for a term ending on the date of the
   third Annual Meeting of Shareowners following the Annual Meeting at which
   such Director was elected; provided, however, that each initial Director in
   Class 1 shall hold office until the Annual Meeting of Shareowners in 1987;
   each initial Director in Class 2 shall hold office until the Annual Meeting
   of Shareowners in 1988; and each initial Director in Class 3 shall hold
   office until the Annual Meeting of Shareowners in 1989. Such initial
   Directors for each of the three Classes of Directors shall be as follows:
   Class 1 - John M. Kolbas and Paul 0. Stillman; Class 2 - Donald E. Stone,
   Darryl R. Gregson and Paul R. Enggaard; Class 3 - Everett A. Gilmour, J. K.
   Weinman and Thomas J. Mirabito. In the event of any increase or decrease in
   the authorized number of Directors, (1) each Director then serving as such
   nevertheless continue as a Director of the Class of which he is a member
   until the expiration of his current term, or his earlier resignation, removal
   from office or death, and (2) the newly created or eliminated directorships
   resulting from such increase or decrease shall be appointed by the Board of
   Directors among the three Classes of Directors so as to maintain such Classes
   as nearly equal as possible. Notwithstanding any of the foregoing provisions
   of this Article ELEVENTH, each Director shall serve until his successor is
   elected and qualified or until his earlier resignation, removal from office
   or death./4/

     TWELFTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this paragraph
by the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification./5/

____________________

/4/  Paragraph (e) of Article ELEVENTH added by Amendment Marach 14, 1986.

/5/  Article TWELFTH added by amendment March 30, 1987.

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