EXHIBIT 10.9
          Form of Change-In-Control Agreement between NBT Bancorp Inc.
      and the following officers of NBT Bancorp Inc. or one or more of its
       subsidiaries: John R. Bradley, Michael J. Chewens, Rita K. DeMarko,
   Martin A. Dietrich, Joseph J. Earyes, Daryl R. Forsythe, John G. Martines,
         Joe C. Minor, Jane Neal, David E. Raven, Kenneth C. Reilly, and
                                 John D. Roberts


<PAGE>



                                  [ 1 ], 2000

[                                ]
[                                ]
[                                ]

Dear Mr./Ms. [                        ]:
              ------------------------

         NBT  Bancorp  Inc.  (which,  together  with its  wholly-owned  [ 2 ] is
referred to as the  "Company")  considers  the  stability of its key  management
group to be essential to the best interests of the Company and its shareholders.
The  Company   recognizes   that,  as  is  the  case  with  many   publicly-held
corporations,  the  possibility  of a change in  control  may arise and that the
attendant  uncertainty  may  result  in  the  departure  or  distraction  of key
management personnel to the detriment of the Company and its shareholders.

         Accordingly,  the Board of Directors  of the Company (the  "Board") has
determined that  appropriate  steps should be taken to encourage  members of the
Company's key management group to

[FN]
1                 "January 1" for Messrs. Bradley, Chewens, Dietrich, Forsythe,
Minor, Raven, Reilly, Roberts, Ms. DeMarko, and Ms. Neal; "February 17" for
Messrs. Earyes and Martines.
2                 "subsidiary, NBT Bank, National Association," for Messrs.
Bradley, Chewens, Dietrich, Forsythe, Minor, Raven, Reilly, Roberts, Ms.
DeMarko, and Ms. Neal; "subsidiaries, NBT Bank, National Association and LA
Bank, National Association" for Messrs. Earyes and Martines.
</FN>

continue as employees notwithstanding the possibility of a change in control
of the Company.

         The Board also  believes it important  that, in the event of a proposal
for transfer of control of the  Company,  you be able to assess the proposal and
advise the Board  without  being  influenced  by the  uncertainties  of your own
situation.

         In order to induce you to remain in the employ of the Company, [ 3 ]
         1.       AGREEMENT TO PROVIDE SERVICES; RIGHT TO TERMINATE.

                  (a) TERMINATION  PRIOR TO CERTAIN OFFERS.  Except as otherwise
provided in paragraph (b) below, or in any written employment  agreement between
you and the Company,  the Company or you may  terminate  your  employment at any
time. If, and only if, such termination  occurs after a change in control of the
Company (as defined in section 6), the  provisions of this  Agreement  regarding
the payment of severance compensation and benefits shall apply.

<PAGE>
[FN]
3 "we entered an agreement,  approved by the Board, dated February 21, 1995, and
revised by Board action on April 28, 1998, providing for severance  compensation
that the Board agreed would be provided to you in the event your employment with
the Company terminated subsequent to a change in control ("Agreement").  We have
agreed upon various changes to the Agreement,  agreed to by the Board,  and have
agreed to amend and restate the  Agreement in its entirety as follows:"  for Mr.
Forsythe; "we entered an agreement, approved by the Board, dated January 2, 1997
and  revised by Board  action on  October  27,  1998,  providing  for  severance
compensation  that the Board  agreed  would be provided to you in the event your
employment  with  the  Company  terminated  subsequent  to a change  in  control
("Agreement").  We have agreed upon various changes to the Agreement,  agreed to
by the Board, and have agreed to amend and restate the Agreement in its entirety
as follows:" for Messrs. Dietrich, Minor, and Roberts; "we entered an agreement,
approved  by the Board,  dated  January 2, 1997 and  revised by Board  action on
April 28, 1998, providing for severance compensation that the Board agreed would
be provided  to you in the event your  employment  with the  Company  terminated
subsequent  to a change in control  ("Agreement").  We have agreed upon  various
changes to the Agreement,  agreed to by the Board,  and have agreed to amend and
restate the Agreement in its entirety as follows:" for Mr. Bradley;  "we entered
an agreement,  approved by the Board, dated January 1, 1998 and revised by Board
action on April 28, 1998,  providing for severance  compensation  that the Board
agreed  would be provided to you in the event your  employment  with the Company
terminated subsequent to a change in control ("Agreement").  We have agreed upon
various  changes to the  Agreement,  agreed to by the Board,  and have agreed to
amend and  restate  the  Agreement  in its  entirety  as  follows:"  for Messrs.
Chewens,  Raven,  and  Reilly  and Ms.  Neal;  "this  Agreement,  which has been
approved by the Board, sets forth the severance  compensation  which the Company
agrees will be provided to you in the event your  employment with the Company is
terminated  subsequent  to a  "change  in  control"  of the  Company  under  the
circumstances described below." for Messrs. Earyes and Martines and Ms. DeMarko.
</FN>

                  (b) TERMINATION  SUBSEQUENT TO CERTAIN OFFERS.  In the event a
tender offer or exchange offer is made by a person (as defined in section 6) for
more than 30 percent of the combined  voting power of the Company's  outstanding
securities  ordinarily  having  the  right  to vote at  elections  of  directors
("Voting  Securities"),  including  shares of common stock, no par value, of the
Company (the "Company Shares"),  you agree that you will not leave the employ of
the  Company  (other than as a result of  Disability  as such term is defined in
section 6) and will render  services to the Company in the capacity in which you
then serve  until such  tender  offer or exchange  offer has been  abandoned  or
terminated  or a change in control of the  Company  has  occurred as a result of
such tender offer or exchange offer.  If, during the period you are obligated to
continue in the employ of the Company pursuant to this section 1(b), the Company
reduces your  compensation,  terminates  your  employment  without Cause, or you
provide  written notice of your decision to terminate  your  employment for Good

<PAGE>
Reason,  your obligations under this section 1(b) shall thereupon  terminate and
you will be entitled to payments provided under Section 3(b).

         2. TERM OF AGREEMENT.  This Agreement shall commence on the date hereof
and shall continue in effect until December 31, 2002;  provided,  however,  that
commencing December 31, 2000 and each December 31 thereafter, the remaining term
of this Agreement shall  automatically be extended for one additional year (to a
total of three  years)  unless at least 90 days prior to such  anniversary,  the
Company  or you  shall  have  given  notice  that  this  Agreement  shall not be
extended;  and  provided,  however,  that if a change in control of the  Company
shall  occur  while  this  Agreement  is  in  effect,   this   Agreement   shall
automatically  be  extended  for 24 months  from the date the  change in control
occurs.  This Agreement  shall  terminate if you or the Company  terminates your
employment prior to a change in control of the Company but without  prejudice to
any remedy the Company may have for breach of your  obligations,  if any,  under
section 1(b).

         3.  SEVERANCE  PAYMENT AND  BENEFITS IF  TERMINATION  OCCURS  FOLLOWING
CHANGE IN CONTROL FOR DISABILITY, WITHOUT CAUSE, OR WITH GOOD REASON. If, within
24 months  from the date of  occurrence  of any event  constituting  a change in
control of the  Company (it being  recognized  that more than one such event may
occur in which case the 24-month period shall run from the date of occurrence of
each such event),  your  employment  with the Company is  terminated  (i) by the
Company for Disability,  (ii) by the Company without Cause, or (iii) by you with
Good  Reason (as defined in section 6), or within 90 days of a Change in Control
by you without  Good  Reason,  you shall be entitled to a severance  payment and
other benefits as follows:

                  (a)  DISABILITY.  If  your  employment  with  the  Company  is
terminated  for  Disability,  your  benefits  shall  thereafter be determined in
accordance with the Company's long-term disability income insurance plan. If the
Company's  long-term  disability income insurance plan is modified or terminated
following a change in control,  the Company  shall  substitute  such a plan with
benefits applicable to you substantially  similar to those provided by such plan
prior to its  modification  or  termination.  During any period that you fail to
perform  your  duties  hereunder  as a result of  incapacity  due to physical or
mental illness,  you shall continue to receive your full base salary at the rate
then  in  effect  until  your  employment  is  terminated  by  the  Company  for
Disability.

                  (b) TERMINATION WITHOUT CAUSE OR WITH GOOD REASON OR WITHIN 90
DAYS OF CHANGE IN CONTROL.  If your  employment  with the Company is  terminated
without  Cause by the  Company or with Good  Reason by you,  or by you within 90
days of a Change in Control  without Good Reason,  then the Company shall pay to
you, upon demand, the following amounts (net of applicable payroll taxes):

                           (i)      Your full base salary plus year-to-date
accrued vacation through the Date of Termination at the rate in effect on the
date the change in control occurs.

<PAGE>
                           (ii)     As severance pay, an amount equal to the
product of your "Base Amount" multiplied by the number [
4 ]. As used in the previous sentence,  your "Base Amount" will be determined in
accordance  with Section 280G of the Internal  Revenue Code of 1986, as amended,
which   generally   provides  that  the  base  amount  is  your  average  annual
compensation includible in your gross income for federal income tax purposes for
the five  years  immediately  preceding  the year in which the change in control
occurs (or,  if you shall have been  employed by the Company for less than those
five  years,  for the  number of those  years  during  which you shall have been
employed by the  Company,  with any partial  year  annualized),  including  base
salary, non-deferred amounts under annual incentive,  long-term performance, and
profit-sharing  plans,  distributions of previously  deferred amounts under such
plans, and ordinary income recognized with respect to stock options.

(C)  RELATED  BENEFITS.  Unless you die or your  employment is terminated by the
     Company  for Cause or  Disability,  or by you other than for Good Reason or
     within 90 days of a Change in  Control  by you  without  Good  Reason,  the
     Company shall maintain in full force and effect,  for the continued benefit
     of you for one year after the Date of  Termination,  all  noncash  employee
     benefit plans,  programs, or arrangements  (including,  without limitation,
     pension and retirement  plans and  arrangements,  stock option plans,  life
     insurance and health and accident plans and arrangements, medical insurance
     plans,  disability plans, and vacation plans) in which you were entitled to
     participate immediately prior to the Date of Termination provided that your
     continued  participation  is possible after  Termination  under the general
     terms and provisions of such plans, programs,  and arrangements;  provided,
     however,  that if you become  eligible to  participate  in a benefit  plan,
     program,  or  arrangement of another  employer which confers  substantially
     similar  benefits upon you, you shall cease to receive  benefits under this
     subsection in respect of such plan, program,  or arrangement.  In the event
     that your  participation  in any such  plan,  program,  or  arrangement  is
     barred,   the  Company   shall   arrange  to  provide  you  with   benefits
     substantially similar to those which you are entitled to receive under such
     plans,  programs and arrangements or alternatively,  pay an amount equal to
     the reasonable  value of such  substantially  similar  benefits.  If, after
     termination  of employment  following a Change in Control,  you elect COBRA
     continuation  coverage,  the  Company  will  pay  you [ 5 ]  worth  of  the
     applicable  COBRA  premium.  If  termination  follows a Change  in  Control
     specified  in  Section  6(b)(iii),  then  you may  elect  in lieu of  COBRA
     continuation

[FN]
4                 "2.99" for Messrs. Bradley, Chewens, Dietrich, Forsythe,
Martines, Minor, Roberts, and Ms. Neal; "2" for Mr. Earyes; "1" for Messrs.
Raven and Reilly and Ms. DeMarko.
5                 "18 months" for Messrs. Bradley, Chewens, Dietrich, Earyes,
Forsythe, Martines, Minor, Roberts, and Ms. Neal; "12 months" for Messrs.
Raven and Reilly and Ms. DeMarko.
</FN>
<PAGE>

coverage to have the acquiring entity obtain an individual or
group health insurance coverage and the acquiring entity will pay [ 6 ] worth of
premiums thereunder.

[FN]
6                 "18 months" for Messrs. Bradley, Chewens, Dietrich, Earyes,
Forsythe, Martines, Minor, Roberts, and Ms. Neal; "12 months" for Messrs. Raven
and Reilly and Ms. DeMarko.
</FN>


                  (d)  ESTABLISHMENT  OF  TRUST.   Within  five  days  following
conclusion  of a Change in  Control,  the Company  shall  establish a trust that
conforms in all  regards  with the model trust  published  in Revenue  Procedure
92-64 and deposit an amount sufficient to satisfy all liabilities of the Company
under Section 3(b) of this Agreement.

                  (e) AUTOMATIC EXTENSION.  Notwithstanding the prior provisions
of this  Section,  if an individual is elected to the Board of Directors who has
not  been  nominated  by the  Board of  Directors  as  constituted  prior to his
election,  then the term of this Agreement will  automatically be extended until
two years from the date on which such  individual  was elected if such  extended
termination  date is later than the normal  termination  date of this Agreement,
otherwise,  the  termination  date of this Agreement will be as provided  above.
This  extension  will take effect only upon the first  instance of an individual
being  elected to the Board of Directors  without  having been  nominated by the
original Board.
                  (f)  ALTERNATIVE TO LUMP SUM PAYOUT.  The amount  described in
this  subsection will be paid to you in a single  lump-sum  unless,  at least 30
days  before  the  conclusion  of a Change in  Control,  you elect in writing to
receive the severance  pay in 3 equal annual  payments with the first payment to
be made  within  30 days of demand  and the  subsequent  payments  to be made by
January 31st of each year  subsequent  to the year in which the first payment is
made,  provided that under no  circumstances  will two payments be made during a
single tax year of the recipient.

         4. PAYMENT IF TERMINATION  OCCURS FOLLOWING CHANGE IN CONTROL,  BECAUSE
OF DEATH,  FOR CAUSE,  OR  WITHOUT  GOOD  REASON.  If your  employment  shall be
terminated  following any event  constituting a change in control of the Company
because of your death,  or by the  Company  for Cause,  or by you other than for
Good Reason and not within 90 days of a Change in Control, the Company shall pay
you your full base salary plus year-to-date accrued vacation through the Date of
Termination  at the rate in effect on the date of the change in control  occurs.
The Company shall have no further obligations to you under this Agreement.

         5. NO  MITIGATION.  You shall not be required to mitigate the amount of
any payment  provided  for in this  Agreement  by seeking  other  employment  or
otherwise,  nor,  except as expressly set forth herein,  shall the amount of any

<PAGE>
payment provided for in this Agreement be reduced by any compensation  earned by
you  as the  result  of  employment  by  another  employer  after  the  Date  of
Termination, or otherwise.

         6.       DEFINITIONS OF CERTAIN TERMS.  For the purpose of this
Agreement, the terms defined in this section 6 shall have the meanings assigned
to them herein.

                  (a) CAUSE.  Termination of your  employment by the Company for
"Cause" shall mean termination  because,  and only because, you committed an act
of fraud,  embezzlement,  or theft constituting a felony or an act intentionally
against the interests of the Company which causes the Company  material  injury.
Notwithstanding  the foregoing,  you shall not be deemed to have been terminated
for Cause  unless and until there shall have been  delivered  to you a copy of a
resolution duly adopted by the affirmative vote of not less than  three-quarters
of the entire  membership of the Board at a meeting of the Board called and held
for the purpose  (after  reasonable  notice to you and an  opportunity  for you,
together with your counsel,  to be heard before the Board),  finding that in the
good faith opinion of the Board you were guilty of conduct constituting Cause as
defined above and specifying the particulars thereof in detail.

                  (b)      CHANGE IN CONTROL.  A "Change in Control" of the
Company shall mean:

                           (i)      A change in control 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 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 Company's Voting Securities; 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 Company's
shareholders, 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 the Company is
not the  continuing  or  surviving  corporation  or  pursuant  to  which  Voting
Securities would be converted into cash,  securities,  or other property,  other
than a  merger  of the  Company  in  which  the  holders  of  Voting  Securities
immediately prior to the merger have the same proportionate  ownership of common
stock 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,
provided that any such  consolidation,  merger,  sale, lease,  exchange or other

<PAGE>
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 the liquidation or dissolution of the Company.

                  (c) DATE OF TERMINATION.  "Date of Termination" shall mean (i)
if your  employment is terminated by the Company for  Disability,  30 days after
Notice of Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such 30-day period),  and
(ii) if your employment is terminated for any other reason,  the date on which a
Notice of Termination is given; provided that if within 30 days after any Notice
of Termination is given the party receiving such Notice of Termination  notifies
the other party that a dispute exists  concerning the  termination,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written  agreement of the parties or by a final  judgment,  order,  or
decree  of a court of  competent  jurisdiction  (the time for  appeal  therefrom
having expired and no appeal having been perfected).  The term of this Agreement
shall be extended until the Date of Termination.

                  (d) DISABILITY.  Termination of your employment by the Company
for "Disability" shall mean termination because of your absence from your duties
with the Company on a full-time  basis for 180  consecutive  days as a result of
your  incapacity due to physical or mental illness and your failure to return to
the  performance  of your duties on a full-time  basis during the 30-day  period
after Notice of Termination is given.

                  (e)      GOOD REASON.  Termination by you of your employment
for "Good Reason" shall mean termination based on any of the following:

                           (i)      A change in your status or position(s) with
the Company, which in your reasonable judgment, does
not  represent  a  promotion  from  your  status  or  position(s)  as in  effect
immediately  prior to the  change  in  control,  or a change  in your  duties or
responsibilities  which, in your reasonable judgment,  is inconsistent with such
status or  position(s),  or any removal of you from, or any failure to reappoint
or reelect you to, such  position(s),  except in connection with the termination
of your  employment  for Cause or  Disability or as a result of your death or by
you other than for Good Reason.

                           (ii)     A reduction by the Company in your base
salary as in effect immediately prior to the change in control.

                           (iii)    The failure by the Company to continue in
effect any Plan (as hereinafter defined) in which you
are  participating at the time of the change in control of the Company (or Plans
providing  you with at least  substantially  similar  benefits)  other than as a
result of the normal expiration of any such Plan in accordance with its terms as
in effect at the time of the change in control,  or the taking of any action, or
the failure to act, by the Company which would  adversely  affect your continued
participation in any of such Plans on at least as favorable a basis to you as is
the case on the date of the change in control or which would  materially  reduce
your  benefits  in the  future  under any of such  Plans or  deprive  you of any
material benefit enjoyed by you at the time of the change in control.

<PAGE>
                           (iv)     The failure by the Company to provide and
credit you with the number of paid vacation days to
which you are then entitled in accordance  with the  Company's  normal  vacation
policy as in effect immediately prior to the change in control.

                           (v)      The Company's requiring you to be based
anywhere other than where your office is located
immediately  prior to the change in control  except for  required  travel on the
Company's  business  to an extent  substantially  consistent  with the  business
travel  obligations  which you  undertook on behalf of the Company  prior to the
change in control.

                           (vi)     The failure by the Company to obtain from
any successor the assent to this Agreement contemplated by section 8 hereof.

                           (vii)    Any purported termination by the Company of
your employment which is not effected pursuant to a
Notice of Termination  satisfying the  requirements of this  Agreement;  and for
purposes of this Agreement, no such purported termination shall be effective.

                           (viii)   Any refusal by the Company to continue to
allow you to attend to matters or engage in activities
not directly  related to the business of the Company which,  prior to the change
in control, you were permitted by the Board to attend to or engage in.

For purposes of this subsection, "Plan" shall mean any compensation plan such as
an incentive or stock option plan or any employee benefit plan such as a thrift,
pension, profit sharing, medical, disability,  accident, life insurance plan, or
a relocation plan or policy or any other plan, program, or policy of the Company
intended to benefit employees.

                  (f) NOTICE OF  TERMINATION.  A "Notice of Termination" of your
employment  given by the Company shall mean a written notice given to you of the
termination of your  employment  which shall  indicate the specific  termination
provision  in this  Agreement  relied  upon,  and shall set forth in  reasonable
detail the facts and circumstances claimed to provide a basis for termination of
your employment under the provision so indicated.

                  (g)  PERSON.  The term  "Person"  shall mean and  include  any
individual, corporation,  partnership, group, association, or other "person," as
such term is used in section 14(d) of the Exchange  Act,  other than the Company
or any employee benefit plan(s) sponsored by the Company.

         7. NOTICE.  For the purposes of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be

<PAGE>
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified  or  registered  mail,  return  receipt  requested,  postage  prepaid,
addressed  to the  respective  addresses  set  forth on the  first  page of this
Agreement,  provided  that all notices to the  Company  shall be directed to the
attention  of the Chief  Executive  Officer  of the  Company  with a copy to the
Secretary  of the  Company,  or to such other  address as either  party may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

         8.       SUCCESSORS; BINDING AGREEMENT.

                  (a) This  Agreement  shall  inure to the  benefit  of,  and be
binding upon, any corporate or other  successor or assignee of the Company which
shall acquire, directly or indirectly, by merger,  consolidation or purchase, or
otherwise,  all or  substantially  all of the business or assets of the Company.
The  Company  shall  require any such  successor,  by an  agreement  in form and
substance  satisfactory  to you,  expressly  to assume and agree to perform this
Agreement  in the same  manner and to the same  extent as the  Company  would be
required to perform if no such succession had taken place.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
enforceable   by   your   personal   or   legal   representatives,    executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If you
should die while any amount  would still be payable to you  hereunder if you had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee, legatee, or
other designee or, if there is no such designee, to your estate.

         9.       INCREASED SEVERANCE PAYMENTS UPON APPLICATION OF EXCISE TAX.

                  (a)  ADJUSTMENT  OF  PAYMENT.  In the  event any  payments  or
benefits you become  entitled to pursuant to the Agreement or any other payments
or benefits  received or to be  received by you in  connection  with a change in
control of the Company or your  termination of employment  (whether  pursuant to
the terms of any other agreement,  plan, or arrangement,  or otherwise, with the
Company,  any person whose  actions  result in a change in control or any person
affiliated  with  the  Company  or such  person)  (collectively  the  "Severance
Payments") will be subject to the tax (the "Excise Tax") imposed by section 4999
of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall
pay you an  additional  amount (the  "Gross-Up  Payment") so that the net amount
retained by you, after deduction of the Excise Tax (but before deduction for any
federal,  state  or  local  income  tax) on the  Severance  Payments  and  after
deduction  for the  aggregate  of any  federal,  state,  or local income tax and
Excise Tax upon the Gross-Up Payment,  shall be equal to the Severance Payments.
For  purposes of  determining  whether  any of the  Severance  Payments  will be
subject  to the Excise Tax and the  amount of such  Excise  Tax,  (i) the entire
amount of the Severance Payments shall be treated as "parachute payments" within
the meaning of section  280G(b)(2) of the Code and as subject to the Excise Tax,

<PAGE>
unless and to the extent, in the written opinion of outside tax counsel selected
by the Company's independent  accountants and reasonably acceptable to you, such
payments  (in whole or in part) are not subject to the Excise Tax;  and (ii) the
value of any noncash benefits or any deferred payment or benefit (constituting a
part of the Severance Payments) shall be determined by the Company's independent
auditors in accordance with the principles of sections 280G(d)(3) and (4) of the
Code. For purposes of determining the amount of the Gross-Up Payment,  you shall
be  deemed to pay  federal  income  taxes at the  highest  marginal  rate of the
federal income taxation  applicable to individuals  (without taking into account
surtaxes or loss or reduction of deductions)  for the calendar year in which the
Gross-Up  Payment is to be made and state and local  income taxes at the highest
marginal  rates of taxation in the state and  locality of your  residence on the
date of Termination. In the event that the amount of Excise Tax you are required
to pay is subsequently  determined to be less than the amount taken into account
hereunder,  you  shall  repay to the  Company  promptly  after the time that the
amount of such  reduction in Excise Tax is finally  determined the amount of the
reduction, together with interest on the amount of such reduction at the rate of
6 percent  per annum  from the date of the  Gross-Up  Payment,  plus,  if in the
written  opinion of outside tax counsel  selected by the  Company's  independent
accountants  and  reasonably  acceptable  to you,  such  payment  (or a  portion
thereof) was not taxable income to you when reported or is deductible by you for
federal  income tax  purposes,  the net federal  income tax benefit you actually
realize as a result of making such  payment  pursuant to this  sentence.  In the
event  that the  amount of Excise Tax you are  required  to pay is  subsequently
determined to exceed the amount taken into account hereunder,  the Company shall
make an additional  Gross-Up Payment in the manner set forth above in respect of
such excess (plus any  interest,  additions to tax, or penalties  payable by you
with  respect  to such  excess)  promptly  after the time that the amount can be
reasonably determined.

                  (b) TIME OF PAYMENT:  ESTIMATED PAYMENT. The payments provided
for in subsection (a) above, shall be made not later than the fifth business day
following the Date of  Termination;  provided,  however,  that if the amounts of
such  payments  cannot be finally  determined on or before such day, the Company
shall pay to you on such day an  estimate,  as  determined  in good faith by the
Company, of the minimum amount of such payments,  and shall pay the remainder of
such  payments  (together  with  interest at the rate of 6 percent per annum) as
soon as the amount  thereof can be  determined.  In the event that the amount of
the estimated payments exceeds the amount  subsequently  determined to have been
due, such excess shall  constitute a loan by the Company to you,  payable on the
fifth day after demand by the Company  (together  with interest at the rate of 6
percent per annum).

         10.  MISCELLANEOUS.  No  provision of this  Agreement  may be modified,
waived, or discharged unless such  modification,  waiver, or discharge is agreed
to in a writing  signed by you and the Chief  Executive  Officer or President of
the  Company.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or of compliance with, any condition or provision of this

<PAGE>
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions or conditions at the same, or at any prior or
subsequent,  time. No agreements or representations,  oral or otherwise, express
or implied,  with respect to the subject  matter hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation,  construction,  and  performance  of  this  Agreement  shall  be
governed  by  laws  of the  State  of New  York  without  giving  effect  to the
principles of conflict of laws thereof.

         11. LEGAL FEES AND  EXPENSES.  The Company  shall pay or reimburse  any
reasonable  legal fees and expenses you may incur in  connection  with any legal
action to  enforce  your  rights  under,  or to defend  the  validity  of,  this
Agreement.  The Company will pay or reimburse  such legal fees and expenses on a
regular,  periodic basis upon  presentation  by you of a statement or statements
prepared by your counsel in accordance with its usual practices.

         12.      VALIDITY.  The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         13. PAYMENTS DURING  CONTROVERSY.  Notwithstanding  the pendency of any
dispute  or  controversy,  the  Company  will  continue  to pay  you  your  full
compensation  in effect  when the notice  giving  rise to the  dispute was given
(including,  but not  limited  to, base  salary and  installments  of  incentive
compensation)  and continue you as a participant in all  compensation,  benefit,
and insurance plans in which you were  participating when the notice giving rise
to the dispute was given,  until the dispute is finally  resolved in  accordance
with section 7(c).  Amounts paid under this section are in addition to all other
amounts due under this  Agreement and shall not be offset  against or reduce any
other amounts due under this  Agreement.  You shall be entitled to seek specific
performance  of your right to be paid until the Date of  Termination  during the
pendency of any dispute or controversy  arising under or in connection with this
Agreement.

         14.   ILLEGALITY.   Anything  in  this   Agreement   to  the   contrary
notwithstanding,  this  Agreement  is not intended and shall not be construed to
require any payment to you which would  violate any federal or state  statute or
regulation,   including   without   limitation  the  "golden  parachute  payment
regulations" of the Federal Deposit Insurance  Corporation  codified to Part 359
of title 12, Code of Federal Regulations.

         If this letter correctly sets forth our agreement on the subject matter
hereof,  kindly sign and return to the Company the enclosed copy of this letter,
which will then constitute our agreement on this subject.

                                                Very truly yours,

                                                NBT BANCORP INC.

<PAGE>

                                                 By:__________________________



AGREED TO: ___________________________________

<PAGE>